


Reunion

by LizzeXX



Series: The Academic Series [1]
Category: Doctor Who, Doctor Who (2005)
Genre: Action/Adventure, Aftermath of Torture, Best Friends, Canon Divergence, Canon Rewrite, Drama, Embedded Images, Eventual Romance, Friends to Lovers, Friendship, Gallifrey, Healing, Hurt/Comfort, Kata - Freeform, Keta, Keta share a brain, Original Character(s), Originally Posted on FanFiction.Net, Past Abuse, Past Child Abuse, Past Relationship(s), Pre-Relationship, Recovery, Rose is not happy, Series 2 Rewrite, The Academic Series, The Doctor is super happy, The Last Great Time War, The Professor just wants a hug, Theta/Kata, Time Travel, doctor who - Freeform, it's complicated - Freeform, past trauma, space travel, time lady - Freeform
Language: English
Status: Completed
Published: 2018-04-23
Updated: 2018-05-03
Packaged: 2019-04-26 21:02:15
Rating: Teen And Up Audiences
Warnings: Creator Chose Not To Use Archive Warnings
Chapters: 11
Words: 112,992
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/14410500
Author URL: https://archiveofourown.org/users/LizzeXX/pseuds/LizzeXX
Summary: What if the Krillitanes held another secret in the school? The Doctor meets an old friend, just what Rose needed on top of an old Companion.10/OC, Time Lady





	1. School Reunion

**Author's Note:**

> ~8~ is a scene break.
> 
> ~/~\~ is a flashback/memory
> 
> Disclaimer: I do not own Doctor Who. If I did, a Time Lady (cough, Romana, cough) would have fallen through the Cracks in Time (series 5) and returned from E-Space.

**Notes for the Chapter:**

> Hola! A while ago I found myself obsessed with the idea of a Time Lady returning to Doctor Who and thought I'd try my hand at writing a story. It seemed to do ok on FF.Net, so, after a long consideration, I thought I'd post some of my work here on AO3 too at least 1 chapter a day, just for fun.
> 
> This will be the most comprehensive chapter in terms of what's happening with other characters. It plays out much like the episode because the OC isn't there yet, but most events are altered slightly to lead up to it. Later on I'm going to base the story more around the perspectives of the Doctor and the OC, not what others are doing at the same time. It will be slow going to see what the OC changes, especially with dialogue (there's a reason for that) but bear with her.
> 
> I'm a fan of all the Doctor Who companions, but this is going to be a Doctor/OC fic, meaning Rose will not end up with the Doctor. I do like Rose, but she isn't my favorite companion. In School Reunion we saw a more catty side of Rose when she met Sarah Jane so how would she have reacted if she met someone who knew the Doctor far more than a companion ever could? I feel Rose's defensive nature towards Sarah Jane would increase as now she's dealing with two people who were closer to the Doctor than her. This is a look at what would happen if Rose never got the closure or bond with Sarah. She will be a bit like she was with Sarah to the OC throughout this story. She won't be out right cruel or OOC, I'll try to keep true to her, though her relationship to the OC will be tense at best.

The Doctor walked in to the physics lab to see a group of children sitting there, far too young to be taught such a subject, yet apparently the school found them ready. He placed his briefcase down on the desk and turned to face the class.

"Good morning, class," he grinned at them, "Are we sitting comfortably?"

The class just looked at him so he turned and scrawled the word 'physics' in capital letters on the whiteboard behind him, underlining it for extra emphasis, "So. Physics!" he replaced the cap of the pen and chucked it towards the desk, turning back to them, "Physics. Eh? Physics. Phyyyyyyyysics. Physics! Physics. Physics, physics, physics, physics, physics, physics, physics."

The children could only watch him, bemused.

He sniffed deeply, "I hope one of you is getting all this down. Um, okay, let's see what you know. Two identical strips of nylon are charged with static electricity and hung from a string so they can swing freely. What would happen if they were brought near each other?"

A small boy with red hair and glasses raised his hand.

"Yes, uh, what's your name?" the Doctor frowned.

"Milo," he answered.

"Milo!" the Doctor grinned, "Off you go."

"They'd repel each other because they have the same charge," Milo answered.

"Correctamundo! A word I have never used before and hopefully never will again. Question two, I coil up a thin piece of micro wire and place it in a glass of water. Then I turn on the electricity and measure to see if the water's temperature is affected. My question is this: how do I measure the electrical power going into the coil?"

Milo's hand shot up once again.

"Someone else?" the Doctor looked around, but no one else in the class made a move, "Nope? Okay, Milo, go for it."

"Measure the current and PDs in an amp-meter and a voltmeter," Milo stated much to the amazement of his peers who looked at him impressed.

"Two to Milo!" the Doctor nodded, "Right then, Milo, tell me this; true or false: the greater the dampening of the system, the quicker it loses energy to its surroundings."

"False," Milo said quickly.

"What is a non-coding DNA?"

"DNA that doesn't code for a protein."

"Sixty-five-thousand-nine-hundred-and-eighty-three times five?" the Doctor started to frown at how quickly the boy was answering.

"Three-hundred-and-twenty-nine-thousand-nine-hundred-and-fifteen."

The students started to differ in reactions now, some looking impressed while others looked disturbed.

"How do you travel faster than light?"

"By opening a quantum tunnel with an FTL factor of 36.7 recurring."

The Doctor's mouth dropped open at the answer.

It was correct.

~8~

Lunchtime would find the Doctor walking down a line of dinner ladies spooning food onto the plates of the students and faculty. He grinned widely at Rose as she gave him some mashed potatoes, not exactly happy with her own role as an undercover dinner lady. He gave her a small wink before walking over to a small table and sitting down.

He speared a chip with his fork and lifted it to his nose, smelling it just a bit before nibbling on it. He grimaced, putting it down, trying to rub his tongue off with a napkin. Whatever was on the chips, it just tasted wrong, so, so wrong. He had no idea what it was, but it was just off and something inside him was telling him not to eat it.

"Two days," Rose muttered as she appeared at his table with a wash cloth, cleaning it.

"Sorry, could you just…there's a bit of gravy," he pointed at the table with his fork as Rose moved to wipe that area, "No, no, just there."

Rose rolled her eyes and wiped up the gravy, "Two days, we've been here."

"Blame your boyfriend, he's the one who put us onto this," the Doctor replied, "And he was right. Boy in class this morning, got a knowledge way beyond planet Earth."

"You eating those chips?" Rose asked, eyeing the small pile on the Doctor's plate.

"No," he shook his head, pushing them away from him, "They're a bit..." he couldn't even come up with a word, instead sticking his tongue out in a disgusted gesture.

Rose just picked one up for herself, "I think they're gorgeous," she commented taking a bite, "Wish I had school dinners like this."

The Doctor squinted around the room as Rose sat beside him, "It's very well behaved, this place."

"Mm," Rose agreed with a mouthful of chips.

"I thought there'd be happy-slapping hoodies. Happy-slapping hoodies with ASBOs. Happy-slapping hoodies with ASBOs and ringtones," he grinned at her, "Yeah? Yeah? Oh, yeah! Don't tell me I don't fit in."

Rose looked up as one of the other dinner ladies approached their table, "You are not permitted to leave your station during a sitting."

Rose stood quickly, "I was just talking to this teacher."

"Hello!" he grinned up at the serious woman.

"He doesn't like the chips," Rose added quietly.

The dinner lady looked quite affronted by that bit of information, "The menu has been specifically designed by the headmaster to improve concentration and performance. Now, get back to work."

She turned on her heel and left, leaving Rose little choice but to follow after.

"See?" she called to the Doctor, pausing to look back at him, "This is me," she gestured down at her uniform, "The dinner lady."

"I'll have the crumble," he smirked at her.

"I'm so gonna kill you," she muttered as she turned and returned to her station, ignoring the Doctor grinning manically at her.

Once she was out of sight he looked around the canteen once more, spotting another teach, Mr. Wagner, approach a girl sitting a few tables away.

"Melissa," the man greeted, "You'll be joining my class for the next period. Milo's failed me... so it's time we moved you up to the top class," the Doctor watched as the man looked at the other students at the table before his gaze settled on a slightly plump boy with untouched chips before him, "Kenny? Not eating the chips?"

"I'm not allowed," Kenny replied.

Mr. Wagner nodded, "Luke, extra class. Now."

He stood and left as several of the children followed after him. The Doctor watched them go when his attention was pulled to the headmaster, Mr. Finch, standing on a balcony over the room watching the proceedings. They locked eyes for a moment before the headmaster turned and walked off.

~8~

The Doctor frowned as he stood in the faculty room fixing himself a cup of tea. He'd been getting an odd sensation on and off throughout the day. It was almost like he felt someone right behind him, but when he turned around there was no one there. He shook his head, turning to sit on a desk, nibbling a biscuit as another teacher paced before him.

"But yesterday, I had a twelve-year-old girl give me the exact height of the Walls of Troy...in cubits," Mr. Parsons continued. He'd been ranting the last few minutes to the new teacher, unloading his concerns.

"And, it's ever since the new headmaster arrived?" the Doctor asked him.

"Finch arrived three months ago. Next day, half the staff got flu. Finch replaced them with that lot," he nodded over to where a small group of smart looking teachers were standing, the Doctor looking over his shoulder at them, "Except for the teacher you replaced, and that was just plain weird, her winning the lottery like that."

"How's that weird?"

"She never played! Said the ticket was posted through her door at midnight."

The Doctor just popped another biscuit into his mouth trying to hide his grin, "Hmm! The world is very strange."

"Excuse me, colleagues," a voice called, "A moment of your time."

The Doctor turned around to see Mr. Finch standing in the doorway with a very familiar woman beside him. His eyes widened as he stood in shock, staring.

"May I introduce Miss Sarah Jane Smith. Miss Smith is a journalist, who's writing a profile about me for the Sunday Times."

Sarah Jane smiled around at all of them as the corners of the Doctor's mouth started to turn upwards in a smile at seeing his past companion alive and well once more.

"I thought it might be useful for her to get 'a view from the trenches,' so to speak," Mr. Finch continued, "Don't spare my blushes."

He turned and left as Sarah Jane looked over, right at the Doctor, and approached him with a smile, "Hello!"

"Oh, I should think so!" he agreed, smiling broadly at her.

"And, you are..."

"Hm?" his eyes widened as he continued to look at her, unable to tear his gaze away, "Uh, Smith. John Smith."

She nodded a bit in thought, "John Smith? I used to have a friend who sometimes went by that name."

"Well, it's a very common name!" he laughed.

"He was a very uncommon man," she said with a sigh before shaking herself out of her memories and holding out a hand to him, "Nice to meet you!"

"Nice to meet you!" he gushed, shaking her hand again, growing more excited as the seconds went by, "Yes! Very nice! More than nice, brilliant!"

"Um...so, um, have you worked here long?"

"No! Um, it's only my second day."

"Oh, you're new, then? So, what do you think of the school? I mean, this new curriculum?" the Doctor just stared at her, smiling widely, though she didn't seem to notice, "So many children getting ill…doesn't that strike you as odd?"

His grin widened, "You don't sound like someone just doing a profile."

"Well, no harm in a little investigation while I'm here," she shrugged, turning to walk off.

"No," he agreed as she walked over to some of the other teachers, "Good for you," he beamed at her, pride shining in his eyes, "Good for you. Oh, good for you, Sarah Jane Smith."

The bell rang, disrupting his thoughts. He turned and walked out the door, taking slow steps with a vague smile, a faraway expression on his face as he just recalled all the fantastic times he'd shared with Sarah Jane in the past.

~8~

Kenny stood around watching as his fellow students headed up the stairs, all so eager to get to class, much to his confusion. He was just about to follow them when a flapping noise and a strange sound reached him, coming from a nearby classroom. He turned and cautiously followed the sound to the IT Suite. He stepped in quietly and crouched down to peer under one of the desks only to see a horrible bat-like creature screeching angrily at him. He gasped and stood up only to see Mr. Wagner stand from behind a desk, cracking his neck, eyeing him with a dangerous glint.

"This isn't your classroom, Kenny," Mr. Wagner said, a unnervingly calm but also with a hint of a threat in his words, "Now run along."

Kenny turned and ran out of the classroom, hurrying down the hall. He ran over to a stairwell door, leaning against it as he caught his breath. He glanced down at the way he'd just come, glad to see the teacher hadn't come after him. He let out a breath of relief about to pick up his backpack and head to his last class when a noise drifted up to him. He turned, pressing his ear to the crack in the doors, a frown made its way onto his face when what sounded like a scream reached him.

"You there," someone called. Kenny spun around to see the headmaster standing at the end of the hall, "Get to class!"

Kenny didn't hesitate a moment before picking up his bag and running off.

~8~

That night the school was dark, the halls empty, the rooms cleaned with the chairs up on the desks. That was how the Doctor found it when he opened a fire door and stepped into a dark corridor, followed closely by Rose and Mickey Smith.

"Oh, it's weird seeing school at night," Rose commented looking around as they cautiously walked down the hall, "It just feels wrong. When I was a kid, I used to think all the teachers slept in school."

"Shhh…" the Doctor whispered, frowning. Rose and Mickey grew quiet, watching as a look of concentration appeared on his face as he listened intently to the silence of the hall. A moment later he shook his head, he could have sworn he'd heard something. But it was quiet. He turned to Rose and Mickey, "All right, team. Oh, I hate people who say 'team.' Um...'gang.' Um...'comrades.' Uh...anyway, Rose, go to the kitchen and get a sample of that oil. Mickey, the new staff are all Maths teachers, go and check out the Maths department. I'm gonna look in Finch's office. Be back here in ten minutes."

He turned and ran up the stairs, leaving Rose and Mickey standing around awkwardly.

Rose fiddled with her sleeve a bit, "You gonna be alright?"

"Me?" Mickey scoffed, "Please. Infiltration and investigation? I'm an expert at this," he turned and strode away with purpose, Rose just stood there smirking, waiting until he came back a moment later, "Where's the Maths department?"

She smiled and pointed in the opposite direction from where he'd gone, "Down there, turn left, through the fire doors, on the right."

He nodded, "Thank you," and strode away once more.

~8~

The Doctor headed down a dark hallway, his brow furrowed from a mixture of hearing screeches and flaps in the distance and the odd sense that someone was there but just out of sight. He paused, looking behind him a second before turning to head off and find the source of the noise.

He'd only gotten a few feet when he stopped short, the door across from him opening. He watched as none other than Sarah Jane Smith backed out of it, staring at the closed door stunned having see the TARDIS just behind it.

She turned around slowly, letting out a quiet gasp seeing him standing behind her.

"Hello, Sarah Jane," he greeted quietly.

"It's you," she whispered, "Oh...Doctor..." she started to smile, edging towards him, "Oh, my God, it's you, it's...it's...you've regenerated."

"Half a dozen times since we last met," he tried to smile, but couldn't manage it.

"You look..." she breathed, shaking her head, "Incredible."

"So do you."

"I got old," she waved him off, edging around him, still staring at him, "What're you doing here?"

"Well..." he shrugged, "UFO sightings, school gets record results, I couldn't resist. What about you?"

"Same."

They laughed a bit at that, but Sarah Jane's smile began to falter, tears coming to her eyes, clouding her words as she spoke again, "I thought you'd died. I waited for you and you didn't come back, and I thought you must've died."

"I lived," he told her, his expression grim and burdened, "Everyone else died."

"What do you mean?"

"Everyone died, Sarah," he told her, the quiet pain in his voice speaking volumes.

Sarah Jane just shook her head at him, whispering, "I can't believe it's you…"

Their touching moment was broken by a high pitched scream. They both looked over in the direction the scream had come from before Sarah Jane managed a smile, "Okay! Now I can!"

That seemed to get a grin out of the Doctor as they both took off running from the gym they'd stopped by. As they turned a corner and ran down it they almost ran into Rose who had just stepped out from a converging hall.

"Did you hear that?" she gasped, before noticing Sarah Jane, "Who's she?" she asked, immediately defensive.

"Rose, Sarah Jane!" the Doctor introduced, "Sarah Jane, Rose."

Rose looked rather unpleasantly surprised as Sarah Jane reached out to shake her hand.

"Hi," Sarah Jane forced a smile, "Nice to meet you," before turning to the Doctor, joking, "You can tell you're getting older, your assistants are getting younger."

"I'm not his assistant!" Rose cried, outraged.

The Doctor just scratched his ear uncomfortably, knowing what would be coming.

"No?" Sarah Jane laughed, "I get you, tiger."

The Doctor shook his head at them and ran past, leaving them no option but to follow. They ran into a lab to see Mickey standing by a small refrigerator, surrounded by a load of vacuum packed rats.

"Sorry!" he said, embarrassed, "Sorry, it was only me. You told me to investigate, so I…I started looking through some of these cupboards and all of these fell out of them."

The Doctor bent down and picked up a few packages to examine them as Rose grimaced looking down, "Oh, my God, they're rats. Dozens of rats. Vacuum packed rats."

"And you decided to scream," the Doctor raised an eyebrow at Mickey.

"It took me by surprise!" Mickey retorted.

"Like a little girl?"

"It was dark! I was covered in rats!"

"Nine, maybe ten years old. I'm seeing pigtails, frilly skirt."

"Hello, can we focus?" Rose cut in, "Does anyone notice anything strange about this? Rats in school?"

"Well, obviously they use them in Biology lessons," Sarah Jane reasoned, "They dissect them. Or maybe you haven't reached that bit yet. How old are you?"

The Doctor and Mickey looked shiftily between them, neither of them looking forward to the oncoming WWIII between the two companions.

"Excuse me, no one dissects rats in school anymore," Rose glared at her, "They haven't done that for years. Where are you from, the dark ages?"

"Anyway, moving on," the Doctor cut in quickly, looking between the two women. Sarah Jane frowned, badly wanting to make a retort but held her tongue, the two women settling on giving each other the dirtiest looks they could. "Everything started when Mr. Finch arrived. We should go and check his office."

He chucked the rat he was holding back to Mickey who dropped it, not wanting to touch it before they all followed the Doctor out of the room and down the hall.

"I don't mean to be rude or anything, but who exactly are you?" Rose asked, turning to Sarah Jane as they walked.

"Sarah Jane Smith," she introduced, "I used to travel with the Doctor."

"Oh!" Rose nodded, before adding, just a bit smug, "Well, he's never mentioned you."

Sarah Jane faltered.

"Oh, I must've done!" the Doctor mumbled, a hint of guilt in his voice, "Sarah Jane! Mention her all the time."

Rose pretended to think about it a moment, "Hold on...sorry...never."

"What, not even once?" Sarah Jane asked, more than a bit hurt but trying to play it off as though annoyed at the Doctor, "He didn't mention me once?"

Rose just smirked, happy she'd won a victory against the woman and walked off, Sarah Jane following after her. That battle may have been won by Rose but the war was far from over.

"Ho ho mate!" Mickey laughed, placing a hand on the Doctor's shoulder, "The missus and the ex. Welcome to every man's worst nightmare."

Mickey grinned and moved to follow the two women when the Doctor suddenly stopped and looked back over his shoulder at the way they came. He frowned; he could have sworn he'd heard something again…but…nothing.

Maybe he _was_ getting old.

~8~

The Doctor flashed the sonic across the door of the headmaster's office, unlocking it, "Maybe those rats were food…"

"Food for what?" Rose frowned.

He just pushed the door open and peered inside where the strange sounds from before were originating. He looked up, his eyes widening as he stared at the ceiling, "Rose... you know how you used to think all the teachers slept in the school? Well...they do."

Rose, Sarah Jane, and Mickey peered inside, looking up at the bat-like creatures hanging upside down from the ceiling.

"No way!" Mickey hissed, turning and rushing away.

Sarah Jane and Rose quickly followed after him, the Doctor going last, shutting the door behind him, not noticing one of the bats waking up from the noise.

~8~

They practically ran out the front doors of the school following Mickey who stopped a few feet away, out of breath from his run, "I am not going back in there," he told them, "No way."

"Those were teachers!" Rose exclaimed.

"When Finch arrived, he brought with him seven new teachers, four dinner ladies and a nurse," the Doctor calculated, "Thirteen. Thirteen big bat people. Come on," he turned to walk back inside when Mickey called out.

"Come on, you've got to be kidding!"

"I need the TARDIS," the Doctor told him, "I've got to analyze that oil from the kitchen."

"I might be able to help you, there," Sarah Jane stepped up, "I've got something to show you!" she grabbed the Doctor's arm and pulled him excitedly in the direction of the parking lot and over to her car. She popped open the boot to reveal something inside covered with a green blanket. The Doctor reached out and tossed the blanket back to reveal K9!

"K9!" his eyes widened in delight at the sight of his old robotic dog, "Rose Tyler, Mickey Smith, allow me to introduce K9, well, K9 Mark III to be precise."

Mickey and Rose glanced at each other behind him, clearly not impressed with a tin dog.

"Why does he look so...disco?" Rose frowned, eyeing the dog.

"Oi!" the Doctor defended, "Listen, in the year five-thousand, this was cutting edge!" he turned to Sarah Jane, "What's happened to him?"

She shook her head, "Oh, one day, he just...nothing!"

"Well, didn't you try and get him repaired?"

Mickey just shook his head at the Doctor's concern while Rose stared at him, neither of them understanding what was so great about the dog.

"Well, it's not like getting parts for a mini-metro!" Sarah Jane argued, "Beside, the technology inside him could rewrite human science. I couldn't show him to anyone!"

"Oh, what's the nasty lady done to you?" the Doctor turned and cooed at his dog, "Eh?"

Mickey shook his head as he continued to stare at the Doctor as though he'd gone mad while Rose rolled her eyes. The Doctor just stroked K9 making his cooing noises. Sarah Jane laughed, smiling as she watched the Doctor interact with the powered down dog, she glanced over at Rose, this time being the one to smile smugly. Rose wasn't the only one who could play this game.

"Look, no offense but could you two just stop petting for a minute?" Rose cut in, aggravated, "Never mind the tin dog, we're busy!"

The Doctor just picked up K9 and closed the boot, grinning from ear to ear.

~8~

The Doctor sat by a table near the window of the chip shop they'd stopped in with Sarah Jane, both just chatting and laughing at their memories as he attempted to fix K9. Rose and Mickey stood over at the counter, ordering food, Rose shooting glances at them every so often.

"You see, what's impressive is that it's been nearly an hour since we met her and I still haven't said 'I told you so,'" Mickey grinned.

Rose pulled her gaze away and looked at him, "I'm not listening to this."

"Although, I have prepared a little 'I was right' dance that I can show you later."

"Two quid, love," the shopkeeper said, holding her hand out to Rose.

Rose passed her the money, took the chips, and tucked in as soon as they were in her hand.

"All this time you've been giving it, 'he's different!' when the truth is, he's just like any other bloke!" Mickey laughed, leading her over to a table away from the Doctor and Sarah Jane.

"You don't know what you're talking about," Rose commented.

"Maybe not," he shrugged, watching her basically shove the chips into her mouth like there was no tomorrow, "But if I were you...I'd go easy on the chips."

"I thought of you on Christmas Day," Sarah Jane remarked quietly, "This Christmas just gone? Great big spaceship overhead, I thought, 'Oh, yeah. Bet he's up there.'"

The Doctor laughed, "Right on top of it, yeah."

Sarah hesitated a moment before cautiously adding, "And Rose?"

"She was there too."

There was a lag in the conversation as she looked at him, watching as he fiddled with K9's wires.

"Did I do something wrong?" she asked, frowning, "Because you never came back for me. You just...dumped me."

"I told you," he swallowed hard, not looking at her, "I was called back home and in those days humans weren't allowed."

"I waited for you. I missed you."

"Oh, you didn't need me!" he tried to grin, tried to brush it off, not wanting to admit how much he missed her as well, how much he missed all his companions, "You were getting on with your life."

"You were my life," she said quietly. He looked up at her sharply. "You know what the most difficult thing was? Coping with what happens next, and with what doesn't happen next. You took me to the furthest reaches of the galaxy, you showed me supernovas, intergalactic battles and then you just dropped me back on Earth. How could anything compare to that?"

He frowned, his brow furrowing, "All those things you saw, do you want me to apologize for that?"

"No. But we get a taste of that splendor...and then we have to go back…"

The Doctor smiled at her though, the pride back in his eyes, "But look at you, you're investigating. You found that school, you're doing what we always did."

"You could've come back."

His smile faded, "I couldn't."

"Why not?"

The Doctor didn't answer, his gaze fixed on something over her shoulder. She looked back to see him staring at the school a moment before shaking his head and turning back to K9. She sighed, shaking her head as well. He switched on his sonic and flashed it across K9's wires.

"It wasn't Croydon, where you dropped me off, it wasn't Croydon!"

"Where was it?" he looked at her, frowning.

"Aberdeen," she ground out, irritated.

His eyes widened as he realized that, "Right…" he paused a moment, trying to smile, "That's next to Croydon, isn't it?"

Sarah Jane let out a little laugh, smiling as she shook her head. A moment later K9 sprang to life.

"Oh, hey!" he shouted, seeing the dog move once more, "Now we're in business!" he jumped to his feet and stood in front of the dog.

"Master!" K9 greeted.

"He recognizes me!" he cried, absolutely ecstatic that the robotic dog knew him despite his regeneration.

"Affirmative."

"Rose, give us the oil," he said, holding out his hand to Rose who had walked over with Mickey. He pulled off the lid of the jar with the oil in it and was about to dip his finger in when Rose called out.

"I wouldn't touch it, though, that dinner lady got all scalded!"

"I'm no dinner lady," he replied, pausing in thought, "And I don't often say that," he dipped his finger into the oil as K9 put out one of his sensors for the Doctor to smear it onto, "Here we go. Come on, boy. Here we go."

"Oil," K9 read, "Ex-ex-ex-extract ana-an-analyzing..."

Mickey grinned with delight, "Listen to it, man! That's a voice!"

"Careful!" Sarah Jane warned, mock reproachfully, "That's my dog!"

Mickey just shot her a sheepish look.

"Confirmation of an-analysis," K9 announced after a moment, "Substance is Krillitane Oil."

The Doctor's eyes widened in shock, "They're Krillitanes."

"Is that bad?" Rose frowned.

"Very. Think of how bad things could possibly be, and add another suitcase full of bad."

"And what are...Krillitanes?" Sarah Jane asked.

"They're a composite race. Just like your culture is a mixture of traditions from all sorts of countries, people you've invaded or have been invaded by, you've got bits, bits of Viking, bits of France, bits of whatever, the Krillitanes are the same. An amalgam of the races they've conquered. But they take physical aspects as well. They cherry pick the best bits from the people they destroy. That's why I didn't recognize them. The last time I saw Krillitanes, they looked just like us except they had really long necks."

"What're they doing here?" Rose shook her head, confused.

"It's the children," he breathed, the horrible realization dawning on him, "They're doing something to the children," he shook his head, "But it doesn't make sense, Krillitane Oil couldn't magnify their brains to this degree, there has to be something else in it."

"Affirmative," K9 spoke, "There is an-another sub-substance suspended in the Oil."

"What is it?" Sarah Jane asked.

"Sc-Scanning," K9 announced. They waited in silence a moment before K9's eyes lit up again, "Confirmation of an-analysis: cerebral fluid."

"Cerebral fluid?" Rose actually looked just a bit sick at that.

"From who?" the Doctor shook his head, "DNA scan."

"Scanning," K9 nodded a bit, "Confirmation of analysis: DNA type 0-0-0-11-0-0."

The Doctor tensed noticeably as they all looked over to see him staring at the dog with wide eyes, "Exact coordinates of planet of origin?"

"10-0-11-0-0 by 0-2 from galactic zero center," K9 said after a moment.

"No…" the Doctor breathed, shaking his head in shock.

"Doctor what is it?" Rose asked.

"Doctor…isn't that…" Sarah Jane began.

"Computer!" he shouted, turning to face them, "I need a computer. A laptop. Something!"

"I've got one…" Mickey began, "It's in the car, hold on."

He ran out of the shop as the Doctor half collapsed into a chair near K9. Mickey ran in a minute later handing the Doctor a worn laptop. He quickly opened it up and began typing rather quickly as the trio moved to stand behind him.

"Doctor, what's going on?" Rose asked, watching as the Doctor typed in code after code.

"We need to see in that school," he said, frowning seriously as he continued to try and hack into the school's security system, "Got it!" he shouted. The screen split into four boxes showing various empty hallways of the school.

"Come on," he muttered, clicking through them, "Come on…"

He froze as a room appeared in the bottom right hand corner. He clicked on it, enlarging it. Sarah Jane gasped as the picture grew, the Doctor's eyes hardened.

There, on the screen, was a semi-blurry figure in a hospital sort of gown. They were lashed to what looked like an examining board. Their arms stuck in what seemed like large cuffs near the shoulder, their legs tied to the bottom. But what was worse, they could just make out wires sticking out of the person's head. There was a blip and suddenly an electrical charge struck the person, making them twitch horribly and open their mouth in a silent scream.

"We need to get into that school," the Doctor shouted, running out of the shop, "Now!"

"Doctor!" Rose called, running after them. Sarah Jane hadn't hesitated a moment before running after the Doctor, "I don't understand, what's going on?"

"They've got one," he muttered as he ran to the door of the school and soniced the lock.

"Got what?" Mickey asked.

"A Time Lord," Sarah Jane breathed.

"What?" Rose demanded.

"The coordinates K9 gave," Sarah Jane continued, the Doctor getting the door open and running in, "It's for Gallifrey."

"Gadafray?" Mickey frowned.

"Gallifrey. The Doctor's planet."

"But I thought they were gone," Rose called as they ran down the nearest set of stairs, "You said there was a war and they were gone!"

"There was," he replied grimly, "They are…but they've got one. Somehow…they have a Time Lord down there. I'm not the last…"

He pulled out his sonic, using it to scan for alien technology, following the beep down the basement hall to another set of stairs. They ran down it only to come to a single set of doors. The Doctor soniced it, pushing through to see a small room with a small sort of laboratory set up. But that wasn't what drew his attention.

There at the back of the room was a woman, bound and restrained to the board, crying. There were needles sticking into her shaved head as a computer before her called out questions.

"What is the atomic mass of chorine?" the computer asked.

The woman bit her lip, not wanting to give in, not wanting to answer, to think. It was how the machine worked, the Doctor realized, whenever Time Lords thought, their brains produced a cerebral fluid that served as a conductor, allowing them to be clever. Every time she answered a question she would produce the fluid.

The woman let out a scream as the board severely shocked her, "35.453 grams!"

The Doctor rushed forward, shaken from his shock by what had just happened. The board was shocking her with more electricity than a human could withstand every time she failed to answer.

He rushed over to the computer stationed beside the board and began to try and turn it off. He grew frustrated and just pulled out his sonic, shorting the system out. The light above the woman was still on, some sort of brainwave represent. He quickly shorted that out as well.

The woman slumped forward as the Doctor's eyes widened, hearing her in his mind, sensing her. Whatever technology they were using had prevented him from sensing her, but no more…and he was stunned by who the woman was.

' _Kata?_ ' he breathed in his mind.

' _Th…Theta?_ ' the woman whimpered, as though unwilling to believe it.

The Doctor ran to her, pulling the needles out of her head and lifting her face to look into her eyes, "Professor?"

Her face scrunched in pain, "D…Doctor?" she panted, straining with effort just to speak.

Before he could even react to that she began to convulse. His eyes widened, realizing what was about to happen as he quickly moved to sonic her arms and legs free. She half fell out of the board and into his arms as he laid her down on the floor.

"Is she alright?" Sarah Jane asked, her eyes full of concern for the girl now twitching on the floor.

"It was too much," the Doctor said quietly, his hand gripping the woman's firmly as she twisted and turned, regeneration on the horizon, "The electricity, the extraction, the strain…that machine was the only thing keeping her alive but it's been disengaged now."

"She's dying?" Rose gasped.

"No," the Doctor shook his head a orange-gold light enveloped the girl, "She's regenerating."

The girl screamed as the light exploded out of her.

"Get back!" he shouted, pushing the humans back, shielding them from the energy.

As the light died down, he turned around to see a woman with long light ash brown hair now lying on the floor. She was paler than her previous body, a bit taller as well. The Doctor quickly knelt at her side and scooped her into his arms, "We need to get out of here," he turned to them, "They'll be desperate now. Whatever they're planning, it happens tomorrow. We need to prepare."

~8~

They ended up in Sarah Jane's house, the Doctor placing the woman on the sofa for her to rest. Regenerations always took a lot of energy and she had been nearing the end long before that. She would need quite a bit of sleep to get back up to par.

"So who is she?" Rose demanded as soon as he'd stepped back from the woman, covering her with a blanket. This was not what she needed, first an old companion, now a Time Lady…

The Doctor smiled softly, tears in his eyes, "She's the Professor."

Rose just shook her head, not seeing what was so important about the name, "And? So? She was a teacher?"

"No, she's an Academic," the Doctor replied, frowning at Rose's tone. She'd been on the offensive ever since they ran into Sarah Jane and he would not stand for her doing that to the Professor.

"Academic?" Mickey asked from his position by the window, keeping a look out.

"It's like going on to a University after schooling," the Doctor tried to explain, "It's someone who returned to the Academy and continued their learning, studying the finer details of time and space. It's actually the reason I named her that."

"I thought you picked your own names on Gallifrey?" Sarah Jane asked, honestly just curious.

"We do," he replied, happy that at least one of his companions wasn't going to bite the girl's head off, "She was stuck trying to pick a name, I suggested the Professor 'cos she always loved learning and teaching."

"So who is she?" Rose demanded once again. Clearly he knew the girl very well.

The Doctor just smiled gently down at the woman, pushing a strand of her hair behind her ears before stroking her cheek, "She's my best friend."

That was not an answer that would make Rose any less frustrated, but it was the truth. They had been the best of friends in the Academy, sticking by each other until they graduated. She'd even put up with the Master and his severe dislike for her just because he had also been friends with the man. God…if there was one person he had missed more than anyone when he'd ended the war, it was her. But now she was back…and he would make damned sure those Krillitanes paid for what they'd done to her.

~8~

Mickey stood outside Sarah Jane's house helping her get K9 out of the car so the Doctor could fix him up just a bit more…that is, if he could pull himself away from the Professor's side long enough to do it. Mickey had seen the look on Rose's face, as though she could kill the Time Lady with just a glance, and known things would not end well. The Doctor himself seemed oblivious to Rose's frustration, but he could see it. It was why he'd offered to help Sarah Jane, get out of the house a bit.

"So, what's the deal with the tin dog?" he asked, pulling the dog out.

Sarah Jane smiled fondly, patting the little dog, "The Doctor likes travelling with an entourage. Sometimes they're humans, sometimes they're aliens, and sometimes...they're tin dogs," Mickey smiled and laughed at that as well, watching as K9 started to slowly roll his way towards Sarah Jane's house, "What about you? Where do you fit in the picture?"

"Me?" he grinned before beginning enthusiastically, "I'm their Man-in-Havana. I'm the technical support, I'm..." he trailed off as something hit him, "Oh, my God. I'm the tin dog," he collapsed, leaning against the car as Sarah Jane just patted him on the shoulder.

~8~

The Doctor sighed as he gave the Professor's hand one last squeeze before standing up and walking over to the open window, glancing outside to see what was keeping Mickey and Sarah Jane only to see them talking quietly by the car.

"How many of us have there been, travelling with you?" Rose asked quietly.

He turned and looked over as she walked to stand across from him by the window, "Does it matter?"

"Yeah, it does," her voice trembled, "If I'm just the latest in a long line."

He looked at her a bit hurt, "As opposed to what?"

"I thought you and me were...but I obviously got it wrong. I've been to the year five billion, right, but this...now, this is really seeing the future. You just leave us behind. Is that what you're going to do to me?"

"No," he said quickly, "Not to you."

"But Sarah Jane..." Rose said, shaking her head at him, "You were that close to her once, and now...you never even mention her. Why not?"

He paused a moment steeling himself for what he was going to say, the painful memories it would bring up, "I don't age. I regenerate. But humans decay. You wither and you die. Imagine watching that happen to someone who you…"

"What, Doctor?"

He stared at her intensely, willing her to understand, "You can spend the rest of your life with me, but I can't spend the rest of mine with you. I have to live on. That's the curse of the Time Lords."

There was a horrible screeching noise outside. They both turned to look out the window to see one of the bat creatures, a Krillitane, fly off from the roof of the next door neighbor's house.

"Was that a Krillitane?" Sarah Jane shouted, running into the house with Mickey carrying K9.

"But it didn't even do anything, it just flew off!" Rose shook her head, "What did it do that for?"

The Doctor only watched, his face hardening at the sight of the Krillitane flying off, his eyes glancing down at the reflection of the Professor lying on the sofa in the glass.

~8~

The next morning the school bell rang and the children flocked towards the building. The Doctor, Mickey, Rose, and Sarah Jane got out of her car and strode towards the school. The Doctor paused a moment at the doors, turning back to his small group, "Rose and Sarah, you go to the Maths room. Crack open those computers, I need to see the hardware inside. Here, you might need this," Rose held out her hand but he handed the sonic screwdriver over to Sarah Jane instead, earning a peeved look from Rose, not that he noticed.

Rose had been seething since last night. After her and the Doctor's small moment, he'd gone straight back to the Professor's side, talking quietly with Sarah Jane who had gotten the girl another blanket, both of them going over some sort of plan for what to do the next day.

"Mickey," the Doctor turned to him, "Surveillance. I want you outside."

"Just stand outside?" he raised an eyebrow.

Sarah Jane tossed him her car keys, "Here, take these, you can keep K9 company."

"Don't forget to leave the window open a crack," the Doctor added.

"But he's metal!" Mickey cried.

"I didn't mean for him," he smirked.

"What're you gonna do?" Rose asked him.

"It's time I had a word with Mr. Finch," he replied, his smirk gone only to be replaced by the hard look that had graced his face the majority of the night.

He turned and headed into the school, Sarah Jane and Rose followed after him, but as they headed towards the Maths room, he headed over to the stairs, looking for the headmaster. He didn't have to wait long, it seemed as soon as he entered a door below him opened. He looked over and down to see Mr. Finch looking up at him. This time he made no move to hide the fact that he was, indeed, looking at the man. Mr. Finch simply continued on his way as the Doctor continued up the stairs.

Somehow they both ended up by the school's swimming pool. The Doctor opened the door to see Mr. Finch waiting for him on the opposite side of the water.

"Who are you?" the Doctor asked him, his face neutral but his voice just barely masking his anger.

"My name is Brother Lassa," Mr. Finch answered, "And you?"

"The Doctor. Since when did Krillitanes have wings?"

"It's been our form for nearly ten generations, now. Our ancestors invaded Bessan. The people there had some rather lovely wings. They made a million widows in one day, just imagine."

"And now you're shaped human."

"A personal favourite, that's all."

"And the others?"

"My brothers remain bat form. What you see is a simple morphic illusion. Scratch the surface and the true Krillitane lies beneath," he took a few steps towards the Doctor, both of them slowly starting to make their way towards the same side of the pool, "And what of the Time Lords? I always thought of you as such a pompous race. Ancient, dusty senators, so frightened of change and...chaos," he smirked, "We've learned much from the female," before sighing, "But, of course, your people, they're all but extinct. Only the two of you. The last."

"This plan of yours," the Doctor swallowed hard, resisting the urge to rise to the man's bait, knowing he was only bringing up the Professor to get to him. Answering questions was one thing, but talking of their people…he knew her, she wouldn't ever give up the secrets of the Time Lords, no matter what torture she was put under, he knew that better than anyone. She didn't even give up her secrets to her own race, these Krillitanes were nothing compared to what the Time Lords could do when they wanted information, "What is it?"

"You don't know?"

"That's why I'm asking," the Doctor said as they came to face each other. The tension could be cut with a knife.

"Well, show me how clever you are," Finch tilted his head, "Work it out."

"If I don't like it..." he warned, "Then it will stop."

Finch looked him up and down, considering him, "Fascinating. Your people were peaceful to the point of indolence. You seem to be something new. Would you declare war on us, Doctor?"

"You held one of my people hostage," he said, his fists clenching at his sides, "Used her. Tortured her. Nearly killed her. For that alone I would decimate your race," Finch actually stepped back at that. The Doctor swallowed, before adding quietly, "I'm so old, now. I used to have so much mercy," he stared at the alien a moment longer, "You get one warning. That was it."

He turned his back on Finch and walked away.

"But we're not even enemies," Finch called, "Soon...you will embrace us," the Doctor turned back around, "The next time we meet, you will join with me. I promise you."

The Doctor watched as the man turned and walked past him, a knowing smile on his face as he left. He could only shake his head at the alien's words. For what they did to his friend, never.

~8~

In the Maths Suite Sarah Jane crouched beneath one of the computer desks, trying to switch on the sonic screwdriver. This mode was much different than the one her Doctor used. She sighed, standing up, and hitting the keyboard, staring down at the small piece of metal in her hands. Rose just sat with her legs crossed on one of the chairs, half glaring at the woman and half enjoying watching her struggle.

"It's not working!" Sarah Jane complained.

"Give it to me," Rose said, getting up and taking the sonic from her, rolling her eyes as though to say this should have been easy to do. She ducked down underneath the desk.

"Used to work first time in my day," Sarah Jane commented.

"Well, things were a lot simpler back then," Rose remarked, turning on the sonic and flashing it across the back of the computer.

"Rose," Sarah Jane said after a moment, "Can I give you a bit of advice?"

Rose straightened up, annoyed, "I've got a feeling you're about to."

Sarah Jane bit her lip, not wanting to get into another argument with the girl. Truth was, she could see so much of herself in Rose, she truly didn't want her to end up like she had, "I know how intense a relationship with the Doctor can be, and I don't want you to feel I'm intruding…"

"I don't feel threatened by you if that's what you mean," Rose turned to look at her pointedly.

"Right. Good. Because, I'm not interested in picking up where we left off…"

"No?" Rose scoffed, "With the big sad eyes and the robot dog? What else were you doing last night?"

"I was just saying how hard it was adjusting to life back on Earth..."

Rose just walked off a few paces before cutting in, "The thing is...when you two met...they'd only just got rid of rationing. No wonder all that space stuff was a bit too much for ya."

Sarah Jane walked over to her, now indignant at how Rose was talking to her when all she was trying to do was help, "I had no problem with space stuff. I saw things you wouldn't believe."

Rose glared at her, "Try me."

"Mummies.".

"I've met ghosts."

"Robots. Lots of robots."

"Slitheen. In Downing Street."

"Daleks!"

Rose snorted, "Met the Emperor."

"Anti-Matter monsters."

"Gas masked zombies."

"Real living dinosaurs!"

"Real living werewolf!"

"The Loch Ness Monster!" Sarah Jane glared, now getting a bit angry.

Rose blinked, "...seriously?"

This time Sarah Jane smirked, "And it doesn't end there."

Rose glared at her, "Cat people. Mannequins come to life!"

"Sontarans! Exxilons, Pels, Ice Warriors, Eight Legs!"

"Reapers! The Sycorax!"

"Thals," Sarah Jane replied, almost sensing Rose running out of aliens, "Mutos. Kaleds. Zygons. Kraal. Krynoids!"

"The Face of Boe!"

"The Mandragora Helix," Sarah Jane smiled in victory, knowing she'd beat the woman out in terms of aliens, "Kastrian. Wirrns. Cybermats. Cybermen. An Osiran. Mutts…" she smirked, "The Dalek Creator!"

"Space stations!" Rose added, fishing for more things.

"Been there, done that," Sarah Jane waved her off, "Also been to the Middle ages. 15th century Italy…"

"Jagrafess in a space station!"

"The Doctor's car."

Rose glared, "The End of the Earth!"

"Time Lords!"

Rose flinched, stepping back, "That's not fair, they're dead now."

Sarah nodded, conceding the point, "The Doctor regenerating."

Rose smirked before mocking, "Been there, done that."

Sarah Jane narrowed her eyes, "Six different incarnations of the Doctor!"

Rose's eyes widened. She had nothing to beat that. That was it. Sarah won.

"How's it going?" someone asked. They looked over to see the Doctor walk in before turning to glare at each other once more.

"She couldn't figure out how to use the sonic," Rose accused, "No wonder you sent her back."

"Listen," the Doctor cut in sharply, now more than a little peeved at their squabbling match, "I need to find out what's programmed inside these. Now if you two can't work together, then both of you leave and I'll do it myself."

They blinked, both looking away, shamed at how they had acted. He had trusted them to work together, to get the information he needed and they had spent the time yelling at each other.

"Sonic," he demanded, holding out his hand. He could see they would cease fighting for now, but it still left the fact that they hadn't gotten the information there. So now he would have to get it himself.

~8~

The Doctor had just gotten into the computer system when the buzzer went off and the announcement, "All pupils to class immediately. And would all members of staff congregate in the staff room," came up over the loudspeaker.

They looked through the windows of the room to see the children heading in from break time.

Rose quickly rushed to the door, shooing the students who had started to crowd around the door away, "No, no, this classroom's out-of-bounds. You've all gotta go to the South Hall. Off you go, South Hall!"

Luckily the ruse worked and the children moved away from the door allowing Rose to shut it behind her.

The Doctor nodded his thanks to her before kneeling down and ripping out a handful of wires from the computer, the sonic clenched in his teeth. He draped them around his neck as he ran the sonic along the back of the computer, Sarah Jane watching him slightly anxious.

"I can't shift it," he muttered.

"I thought the sonic screwdriver could open anything!" Sarah exclaimed.

"Anything except a deadlock seal. There's gotta be something inside here. What're they teaching those kids?"

Sarah Jane looked around, desperate to help, when something caught her eye, "You wanted the program, there it is."

The Doctor looked up to see every computer in the IT Suite displaying a screen with a green cube spiraling around, code upon code popping up.

"Some sort of code..." he muttered, getting up to stare at it. He frowned as he read it before his eyes widened and his mouth fell open, "No...no, they can't be..."

"What is it?" Rose asked.

"The Skasis Paradigm," he breathed, "They're trying to crack the Skasis Paradigm."

"The Skasis what?" Sarah Jane shook her head, never having heard of it before.

"The...God-maker," he explained quickly, "The universal theory. Crack that equation and you've got control of the building blocks of the Universe. Time and space and matter, yours to control."

"What, and the kids are like a giant computer?" Rose guessed.

"Yes," he nodded, pacing as he worked out exactly what the Krillitanes plans were, "And their learning power is being accelerated by the cerebral fluid in the Oil! That Oil from the kitchens, it works as a…as a...conducting agent for the fluid, allowing it to seep into their minds. Makes the kids cleverer. And by using the cerebral fluid of a Time Lord, they've given the kids the extra intuitiveness that could very well let them crack the code!"

"But that Oil's on the chips," Rose grimaced, having sworn off the chips after learning they'd been soaked in the mind juice of someone, "I've been eating them."

"What's fifty-nine times thirty-five?" the Doctor asked her.

"Two-thousand-and-sixty-five," she answered quickly. The Doctor just gave her a look, "Oh my God..."

"But why use children?" Sarah Jane frowned, "Can't they use adults?"

"No, it's gotta be children," he shook his head, "The God-maker needs imagination to crack it. They're not just using the children's brains to break the code...they're using their souls."

"Let the lesson begin," someone said.

They spun around to see Mr. Finch walk into the room approaching them slowly.

"Think of it, Doctor," Finch grinned, "With the Paradigm solved, reality becomes clay in our hands. We can shape the Universe and improve it."

"Oh yeah?" the Doctor scoffed, "The whole of creation with the face of Mr. Finch. Call me old fashioned, but I like things as they are."

"You act like such a radical, and yet all you want to do is preserve the old order. Think of the changes that could be made if this power was used for good."

"What, by someone like you?"

"No...someone like you or the woman," he shook his head. The Doctor fell silent, clearly not having expected that answer, "The Paradigm gives us power, but you and the woman could give us wisdom. Become Gods. At my side. Imagine what the two of you could do, think of the civilizations you both could save. Perganon, Assinta..." the Doctor looked down, considering the man's words, "Your own people, Doctor. Standing tall. The Time Lords...reborn."

The Doctor remained silent, staring at Mr. Finch's eyes, not looking away. It was so tempting.

"Doctor, don't listen to him," Sarah Jane said quietly.

Finch just turned on them, "And you could be with him throughout eternity. Young...fresh...never wither, never age...never die. Their lives are so fleeting. So many goodbyes. How lonely you must be, Doctor. Join us."

"I could save everyone..." he whispered.

"Yes."

"I could stop the war..."

"No," Sarah Jane cut in, "The Universe has to move forward. Pain and loss, they define us as much as happiness or love. Whether it's a world, or a relationship...everything has its time. And everything ends."

There was a whisper of a voice across the Doctor's mind, a memory of words spoken to him long ago by a most cherished friend.

~/~\~

_"It's so sad isn't it," Kata said as they sat on a rock in the middle of the forest outside the Academy. They were barely halfway through their schooling, just about 200, an Earth equivalent of 16-years-old. They would often come out to that spot, a large flat rock in a small clearing, surrounded by dense leaves, the mountains visible peeking out in the distance._

_"What is?" he asked, looking over at her._

_She was staring at a particular tree a few feet away, "The blossoms," she answered, tilting her head, her yellow hair falling over the side of her face as she looked at them. The purple flowers had just bloomed and would only stay that way for a month before dying._

_He turned and looked over at them, watching them sway in the gentle breeze. They were Kata's favorite flower he knew. He couldn't count how many times she had dragged him out to that spot every six cycles just to watch them bloom and fade, "I'll stop them dying one day, just for you," he promised her suddenly, "We're Time Lords after all, we should be able to stop things dying."_

_She smiled at him gently before laying head on his shoulder, "Oh Theta, I wouldn't want that."_

_"But it makes you sad," he frowned, not understanding._

_She just sighed, "Everything has a season. If the blossoms were always in bloom, we would never notice them, they would just be there. They have to die so that when they return we can truly appreciate them. Everything has its time and course to run."_

_He just shook his head at her insight and placed a gentle kiss in her hair as they turned and resumed watching the flowers._

~/~\~

The Doctor blinked, Sarah Jane was so much like her and she would not want this. He grit his teeth and picked up the closest thing to him, a chair, hurling it through a large screen playing the code, smashing it.

"Out!" he shouted, running past Finch with Sarah Jane and Rose, not stopping until they reached the bottom of the stairs where Mickey and a young student, Kenny the Doctor recalled, nearly ran into them.

"What is going on?" Mickey asked, frantic, as three Krillitanes half flew, half groped their way along the corridor towards them. The Doctor and the others turned on their heels and ran in the opposite direction; the Krillitanes separating at the end of the corridor leaving only one to pursue them. They ran down the hall into the canteen and tried the doors on the other side only to find them locked. The Doctor reached inside his coat for the sonic just as Mr. Finch burst through the doors followed by several Krillitanes.

"Are they my teachers?" Kenny gasped, staring at the bat-like creatures in horror.

"Yeah," the Doctor nodded, "Sorry."

"Leave the Doctor alive," Finch ordered his brothers, "As for the others...you can feast."

The Krillitanes swooped down on them, the Doctor trying to fend them off with a chair. The others screamed and moved to duck out of the way when suddenly one of the bats was hit with a beam of red light and fell to the floor dead. They all looked over, stunned, to see K9 slowly roll into the room.

"K9!" Sarah Jane shouted as Finch roared with rage at the loss of his brother.

"Suggest you engage running mode Mistress," K9 began.

"Come on!" the Doctor called, turning and leading the others away as K9 began to fire on the Krillitanes again, "K9, hold them back!"

"Affirmative, Master," K9 agreed, "Maximum defense mode!"

The Doctor ran to a door and ushered the others through it, "Come on!" he slammed it behind him and locked it with the sonic. He turned around and led them to the nearest room, a Physics Lab when a thought struck him, "It's the Oil! Krillitane life forms can't handle the Oil! That's it! They've changed the physiology so often, even their own Oil is toxic to them," he turned to Rose, "How much was there in the kitchens?"

"Barrels of it," she answered.

They all jumped at a thump against the door, the Krillitanes pounding on it trying to break through with their claws.

"Okay, we need to get to the kitchens," the Doctor nodded, spinning around, "Mickey…"

"What now?" he half glared at the Doctor, exasperated, "Hold the coats?"

"Get all the children unplugged and out of the school," the Doctor ordered, "Now then, bats, bats, bats, how do we fight bats?"

Kenny just walked over to a fire alarm and broke the glass with his elbow, setting it off. The Krillitanes began wailing at the shrill noise echoing through the halls. The Doctor beamed at the brilliant boy and flung open a door, racing past the tortured Krillitanes.

They had only gotten down the hall and around the corner when the alarm cut off. K9 emerged from a doorway on the end of the hall with a cry of, "Master!"

"Come on, boy!" the Doctor called, running past, "Good boy."

K9 just trundled on, following them to the kitchens. The Doctor pulled out his sonic and held it over the oil barrels, "They've been deadlock sealed!" he ran to another, only to get he same result, "Finch must've done that. I can't open them."

"The vats would not withstand a direct hit from my laser," K9 assessed, "But my batteries are failing."

"Right. Everyone out the back door. K9, stay with me."

Sarah Jane, Rose, and Kenny quickly did as they were told, leaving the Doctor crouched before K9 as they ran out. He ran over to the barrels, moving them into one area to give K9 the maximum shot.

"Capacity for only one shot, Master," K9 announced, "For maximum impact, I must be placed directly beside the vat."

The Doctor paused, turning to rush over to him, "But you'll be trapped inside."

"That is correct," K9 gave a little nod.

"I can't let you do that."

"No alternative possible, Master."

The Doctor looked over his shoulder at the sound of the screeching Krillitanes closing in before turning back to K9, the grim reality setting in of what had to be done.

"Goodbye, old friend," he said quietly to the dog, patting it once more time.

"Goodbye Master," K9 said.

"You good dog," he added with a sad smile.

"Affirmative," K9 waggled his ears and tail a bit for him. He placed his hand briefly on K9's head and then dashed off, running outside, and slamming the door behind him, locking it with the sonic.

"Where's K9?" Sarah Jane asked, having waited for him just outside the back door.

"We need to run," he told her, turning around and running.

"Where is he?" she demanded, making no move to get away, "What've you done?"

The Doctor merely grabbed her arm and pulled her with him. He trailed his hand down her arm till it reached her hand and squeezed it as they ran for their lives, just like they did so long ago.

They reached the gathering of children that Mickey had gotten out of the school moments before the school exploded. The children immediately began to cheer and applaud the destruction of the institute while Rose and Mickey joined in, hugging each other. Neither of them noticed Sarah Jane staring at the school with wide, sad eyes.

"Yes!" Kenny shouted.

"Did you have something to do with it?" Melissa turned to him, having seen him standing outside with the blond woman waiting for the children.

"Yeah, I did," he admitted.

Melissa's mouth dropped open in shock and awe before shouting, "Oh my God. Kenny blew up the school! It was Kenny!" the children began to cheer even harder, some actually chanting the boys name as they patted him on the back.

"I'm sorry," the Doctor said quietly to Sarah Jane, seeing the distraught look on her face.

"It's all right," she replied quickly, "He was just a...daft metal dog. Fine, really."

But even her words couldn't stop her from bursting into tears. The Doctor put his arm around her comfortingly as Rose and Mickey continued to watch the school.

~8~

As soon as the students left the school with their frantic parents the Doctor, Sarah Jane, Rose, and Mickey headed back to Sarah Jane's house to check on the Professor. They walked in to hear a news report on TV, talking about the school being blown up, an accident in the chemistry lab the report was claiming.

The Doctor froze in the doorway to the sitting room seeing her sitting up on the couch, the blanket on her lap, watching the news.

"Having more adventures without me?" she asked, smiling at him a bit, tears in her now-grey eyes, "You promised you wouldn't do that anymore."

He smiled, he had promised that when he'd returned to Gallifrey for the war, "I thought you were dead."

"That's no excuse," she laughed, standing up to face him. She hesitated only a moment before walking over to him. She reached out a hand, slowly resting it against his cheek. The Doctor lifted his own hand, grabbing her wrist but making no move to pull her hand away. She frowned, looking at him, "This is your 10th?"

He grinned wider, almost laughing, "You always were brilliant at that."

Her thumb stroked his chin, just below his lip, he froze, "This one's smile…" she murmured before smiling softly, "It's the best so far," he grinned again, "But your eyes…" she lightly twitched her index finger over the corner of his eyes, "You're fifth's will always be my favorite," he nodded a bit, "And your hair…" she shook her head, "Your sixth's…"

"What you liked that?" the Doctor's eyes widened as he nearly blanched.

"No, I hated it," she laughed, tears in her eyes, "Much better this time…" she took a shuddering breath, "I've missed your last one though…and your second."

"Well, that's alright," he reassured her, his thumb lightly making circles on her wrist, "2 out of 10 isn't so bad. You've passed with an 80. Congratulations."

She smiled softly, "You failed."

His grin faded, "What?"

She looked away.

He reached out and lifted her head, "Which one is this?"

"My ninth," she said, her voice cracking with emotion.

"No…" he breathed, shaking his head in shock, it couldn't be. He couldn't have missed that much...

She nodded, "Four between my first and the last one you saw during the war, two between that one and this."

He blinked, "I'm sorry. I'm so sorry."

She pulled her hand away, resting it on the center of his chest feeling his two hearts beating before placing it on his right one. He did the same. They slowly bent their arms till they were grasping their right hands. A secret sort of handshake they did as children.

She smiled at the action, "It really is you. Doctor…"

"Professor," he replied.

She lunged at him, pulling him into a hug. He wrapped his arms around her, both of them just crying with happiness at finding each other again. After the war…everything was gone. They both thought the other was gone as well. But there they were, together again, just like old times.

"I missed you," she whispered, burying her face in his neck as she started to sob, "They're gone…they're all gone…I thought you were gone too."

"I know," he soothed, rubbing circles into her back, "I thought I lost you as well. How did you survive?"

She took a shuddering breath, pulling away just a bit, "I…I regenerated. Realized what was happening to us, the war. It was infecting us. If we didn't end it soon we would have lost everything that made us what we were, we would have lost ourselves in the blood and the rage. I stole a shuttle and tried to go to the Eternals, to find allies to help end it but then…I heard them die. I tried to return and was attacked by the Krillitanes."

He nodded, he'd heard their people die as well and so he just pulled her back into a tighter hug.

~8~

The Doctor was leaning against the TARDIS, set up in a beautiful park, the next morning, just waiting for Sarah Jane and the Professor to arrive. Sarah Jane had offered to let the Professor use her bathroom and borrow some clothes so they had remained at the house while the Doctor, Rose, and Mickey had gone to get the TARDIS ready.

He grinned as he felt the TARDIS hum behind him; she was so excited to meet the Professor, having seen her in his mind.

A moment later the two women in question stepped past a row of trees and into view. The Professor was wearing a simple TARDIS blue shirt and a pair of black pants that looked just a bit short on her as she was a good head taller than Sarah Jane. But that would be fixed soon enough, what with the TARDIS having a whole wardrobe within her.

"Cuppa tea?" he asked them as they came to a stop before the TARDIS. Sarah Jane nodded, excited to step back inside, while the Professor just had a soft smile on her face, she'd never thought she'd ever see a TARDIS again, much less this particular one.

He stepped aside to let them through, shutting the door behind them. Sarah Jane looked around, taking in the new interior, eyes wide, "You've redecorated!" she exclaimed, looking back at him.

"Do you like it?" he grinned at her, though he kept glancing at the Professor as she slowly walked towards the main console.

"Oh, I…I do," Sarah Jane nodded, "Yeah. I preferred it as it was, but uh...yeah. It'll do!"

"I love it," Rose remarked.

"She is beautiful, isn't she?" came the quiet words of the Professor, earning a wide smile from the Doctor at the familiar words. She gently placed a hand on the console, the humans watching, stunned, as the light of the central column flared brilliantly, pulsing a bit.

"She's saying hello," the Doctor said quietly as he walked up to the console to stand beside the Professor who could only smile, tears in her eyes.

Sarah Jane smiled at the small exchange between the Doctor and his friend when a less than pleased expression on Rose's face caught her attention. Not wanting things to grow awkward she turned to Rose, "Hey, you, what's forty-seven times three-hundred-and-sixty-nine?"

Rose blinked and looked over at her, "No idea. It's gone now, the Oil's faded."

"But you're still clever," Sarah Jane admitted after a moment, "More than a match for him."

Rose smiled, it was one that spoke of the truce the two women seemed to have established, shaky though it was, "You and me both."

Sarah Jane nodded her thanks that Rose had accepted the attempt at being civil to each other, at least for the Doctor's sake. Rose looked over at the Doctor hoping to see a smile at their success in not going for each other's throats only to see that he hadn't even noticed. He'd been staring softly at the Professors as she lightly fiddled with a few of the TARDIS controls as though reacquainting herself with it.

"Doctor?" she called.

His head snapped up, startled and possibly more than a bit embarrassed at having been caught staring so openly. He turned to Sarah Jane, "Um, we're about to head off, but...you could come with us."

Sarah Jane looked around at the small group standing before her and just shook her head, "No...I can't do this anymore," the Doctor's smile faded at that but Sarah Jane continued, "Besides, I've got a much bigger adventure ahead! Time I stopped waiting for you and found a life of my own."

"Can I come?" Mickey asked suddenly. Sarah Jane looked over at him surprised by the question while Rose just looked quite displeased, "No, not with you," Mickey corrected quickly, "I mean...with you," he nodded at the Doctor, "'Cos I'm not the tin dog. And I wanna see what's out there."

The Professor looked up at the boy, smiling. He was a rather clever man. As soon as she and the Doctor had managed to get over their shock at seeing one another alive again, he had immediately launched into a story of what had happened with the Krillitanes. Rose, Sarah Jane, and Mickey adding their own points throughout. Mickey had been very brave in her opinion, having been able to save those children and face the bats, especially not being at all used to the situations the Doctor seemed to get his companions into. Rose, she could tell, had quite a bit of experience dealing with the Doctor, but Mickey did not. It really would be a great experience for the man. Which was why her smile fell when she saw Rose mouthing 'no' at the Doctor, it confused her. Wasn't Mickey her boyfriend? Wouldn't she want the chance to spend time with him? To be able to share the Universe with him?

"Oh, go on Doctor," Sarah Jane encouraged, "Sarah Jane Smith, a Mickey Smith. You need a Smith on board!"

"A real Smith mind you," she couldn't help but say, smiling at the Doctor as she playfully added, "John."

"Okay then," the Doctor grinned, nodding, "I could do with a laugh."

Rose rolled her eyes while Mickey laughed in delight before stopping quickly when he noticed Rose's less than enthusiastic response.

"Rose, is that okay?" Mickey asked.

"No, great," Rose said sarcastically, "Why not?"

The Professor's smile faded entirely. If Rose reacted that way to her boyfriend joining them…would she even stand for it if she wanted to join?

A rather awkward silence fell.

"Well, I'd better go," Sarah Jane nodded Rose over to the side for one final word of advice while the Doctor turned his attention back to the computer while the Professor stepped back, just wandering around the room, taking it all in.

"What do I do?" Rose asked quietly. She was loathe to admit it, but she really didn't know what to do, and advice, even if it came from her rival, would be a great help. She glanced over at the Doctor, "Do I stay with him?"

"Yes," Sarah Jane nodded, looking at the Doctor as well, though she seemed to be the only one of the two who noticed the small looks he was shooting the Professor, "Some things are worth getting your heart broken for."

And she knew, she just knew, Rose would get her heart broken by the Doctor. She had seen the connection between the Doctor and Professor when they reunited. There was something there, a history, a deep relationship that she couldn't even begin to guess at. She hoped against hope that Rose wouldn't be hurt too much by that fact…but she knew the Doctor never intentionally hurt anyone.

She reached out and hugged Rose to her, "Find me...if you need to, one day. Find me."

Rose pulled back with a small smile.

Sarah Jane turned and walked over to the doors where the Doctor and Professor were standing. He held the door open for her as she moved towards them.

"Where are you going?" the Doctor asked. Sarah Jane looked back to see the Professor had moved to follow her and the Doctor was now frowning. He blinked, realizing something, "You weren't going to stay?"

"I…I wasn't sure if you wanted me to," she admitted, "And Sarah Jane offered to let me stay with her."

The Doctor looked at Sarah Jane, startled, but the woman just nodded, "I did."

And she had. Rose's reaction to her had been chilled at best and she was only a former companion helping out with one adventure. She could only imagine what the young woman's reaction to a Time Lady staying on board permanently would be. She doubted it would be good.

"You don't want to travel with me?" the Doctor turned back to the Professor. That had been their plan, ever since they were in school and learned about the TARDISes. They had always dreamed of going off and exploring the Universe together…and now she didn't want to.

"Do you want me to?" she countered with a question of her own.

"More than anything," he breathed, nothing but the truth in his words.

She nodded slowly, beginning to smile, "Then I will."

"Brilliant," he beamed before nodding at her to remain in the TARDIS while he stepped outside with Sarah Jane.

The Professor watched the door shut behind him as he went to say goodbye to Sarah Jane and turned to look back at the console. Rose was glaring at her, even less pleased about her staying that Mickey. That had been the reason she was going to go with Sarah Jane. Rose didn't like her at all and she knew it would only cause problems between the two of them later, problems that would put the Doctor in a very tough spot. But in the end, it wasn't Rose's desire that mattered, it was the Doctor's. If he wanted her there, she would stay, just as Rose would. She took a breath and walked up the steps of the console to stand by the controls, just fiddling with a knob here or there, feeling Rose's eyes on her.

A few moments later the Doctor walked back in and up to the console, to her side. He put in a few coordinates and pulled a lever, allowing the TARDIS to dematerialize into the Vortex.

"Do you think she'll like the gift we left her?" the Professor asked, grabbing the rail as the TARDIS jolted.

He grinned, "She'll love it."

"What gift?" Rose called above the noise of the TARDIS shaking about.

"K9 Mark IV," the Doctor beamed, laughing as he turned to the Professor, "The schematics of the undetectable hyperlink facilities was genius!"

Rose faltered at that, the Doctor rarely ever called anyone else a genius.

"I just wanted to say thank you," the Professor blushed just a tiny bit, "She was very kind to me."

"That's my Sarah Jane," the Doctor shook his head before laughing, the TARDIS rocketing off.

* * *

 

A manip of a sort of 'episode cover' for the OC. I picture her to look something like Alexa Davalos.

**Notes for the Chapter:**

> So there's the first chapter :) Till next time! Though if you're interested, the complete story is still available on FF.net, same username, same title but I'll be back tomorrow with the next chapter :)


	2. The Girl in the Fireplace

The mystery tour the Doctor had selected for their very first trip with Mickey landed them smack in the middle of a run down spaceship. It was a dark and very disused room they stepped into as soon as the TARDIS had materialized. Obviously the ship was on its last legs.

"It's a spaceship!" Mickey exclaimed, looking around excitedly, "Brilliant, I got a spaceship on my first go!"

"Looks kind of abandoned..." Rose remarked, a bit surprised, "Anyone on board?"

"Nah, nothing here," the Doctor said, "Well! Nothing dangerous. Well! Not that dangerous…" the Professor laughed at his antics and he shot her a smile before pausing in thought, "You know what, I'll just have a quick scan...in case there's anything dangerous."

Rose smirked at that, watching as he walked over to a control panel in the center of the room and started tapping some buttons, "So, what's the date? How far we gone?"

He glanced over at the small group, "Professor, you want to take that one? You were always better at that than me."

The girl in question just blinked and slowly shook her head, "No thanks."

The Doctor stopped what he was doing and turned to look at her, frowning, "Why?"

"'Cos I don't know," she answered, looking around, avoiding his gaze.

"Come on," he grinned, "You don't recognize this type spaceship? Those star clusters outside?"

She only shrugged, ignoring Rose's scoff, and wrapped her thin coat around her more, as though hugging herself. He frowned at that, eyeing her in concern. She had been rather quiet and withdrawn since they'd found her, making herself scarce. That was not something he was used to from her. She was always so ready to get out there and look around, to learn and explore…

But he had to remind himself, this was a new version of her, she would be different. It seemed even her clothing reflected her new persona. As soon as the TARDIS had gone into the Vortex he'd led her to the wardrobe to pick an outfit to wear for their trips. She'd stepped out not even a half hour later, her hair hanging freely with a single grey clip pulling it back on one side of her face, wearing a simple white tank top, black pants, and a long grey waterfall cardigan. He'd noticed whenever she felt uncomfortable she would wrap the cardigan around her.

She was doing it now.

"We're about 3,000 years into your future, give or take," the Doctor answered, his gaze still on the Professor for a moment before he turned and pulled a switch, turning the lights on. The roof slowly started to open into a window, displaying the stars outside, "51st century. Diagmar Cluster, you're a long way from home, Mickey! Two-and-a-half galaxies!"

The Professors smiled softly, but didn't seem shocked by the information. He frowned at that, realizing she knew! Or, at least she had some sort of inkling…but why didn't she say something?

Mickey walked over to a porthole and gazed out in awe. Rose walked over and placed her hand on his shoulder, smiling at him. The Professor looked over at the Doctor who quickly turned and began to rummage through the control panel, hoping she hadn't seen him looking at her. He started picking up bits and pieces of the technology scattered around, looking more and more unimpressed by it. When he glanced up at the Professor out of the corner of his eye, she had turned to look at the stars.

"Mickey Smith, meet the Universe," Rose laughed, "See anything you like?"

"It's so realistic!" he shouted, so amazed by the view.

"Dear me, had some cowboys in here!" the Doctor said, chucking a piece of tech down, "Got a ton of repair work going on," he looked over, seeing a screen with a diagram of the spaceship on it. He paused, leaning over to look while Rose, Mickey, and the Professor joined him, "Now that's odd, look at that," he said with growing curiosity, he turned to his left where the Professor had come to stand, pointing out a few things, "All the warp engines are going...full capacity! There's enough power running through this ship to punch a hole in the Universe..." he looked at her expectantly, but she just looked up at him, blank, "And we're not moving," he added, but still nothing, he sighed and turned back to the screen, "So where's all that power going?"

"Where'd all the crew go?" Rose looked around.

The Doctor leaned forward and tweaked some knobs on the control panel, "Good question, no life readings on board."

"Well, we're in deep space, they didn't just nip out for a quick fag," Rose remarked sarcastically.

"Nope, checked all the smoking pods," the Doctor answered, not seeming to have noticed her quip. He sighed and turned around, all four of them just gazing around at the room when the Doctor sniffed, "Can you smell that?"

"Yeah, someone's cooking," Rose nodded, smelling.

"Sunday roast, definitely!" Mickey grinned, inhaling deeply.

The Professor just wrinkled her nose at the smell, it was not a good smell at all.

The Doctor pressed something else on the panel and a door opened behind them. They turned and walked through seeing part of a wall and floor with 18th century décor set around a lit fireplace in the middle of the metal wall.

"Well, there's something you don't see in your average spaceship," the Doctor commented. He and the Professor stepped forward, "18th century! French! Nice mantel," he looked over at the Professor who had reached out her hand as though to touch it but pulled back at the last second. He turned as she moved to look at him and pulled out his sonic, pointing it at the fireplace, "Not a hologram," he bent down and examined it closely while the Professor stood a step behind, watching. Mickey and Rose turned to look around at the rest of the room, "Not even a reproduction, this actually is an 18th century French fireplace. Double-sided, there's another room through there."

Rose stopped before another porthole on the same wall as the fireplace and looked through, only seeing space outside, "There can't be, that's the outer hull of the ship, look."

The Doctor crouched down, looking through the fire and into another room where there was a young girl with long blonde hair dressed in a nightgown looking back at him.

"Hello!" the Doctor greeted, grinning.

"Hello..." the girl said hesitantly.

Hearing another person responding, the Professor knelt down beside the Doctor. He gave her a little grin before turning back to the girl, "What's your name?"

"Reinette."

"Reinette, that's a lovely name. Can you tell me where you are at the moment, Reinette?"

Reinette blinked, surprised at the question and now slightly suspicious, "In my bedroom."

"And where's your bedroom? Where do you live, Reinette?"

"Paris, of course!" she laughed.

"Paris, right!"

"Monsieur, what are you doing in my fireplace?"

"Oh, it's just a routine...fire check. Can you tell me what year it is?"

"Of course I can! 1727."

"Right, lovely! One of my favorites...August is rubbish though. Stay indoors. Okay, that's all for now. Thanks for your help. Hope you enjoy the rest of the fire. Night night!"

"Goodnight Monsieur," she bid him farewell.

He stood up, holding out a hand for the Professor, helping her up with a thoughtful expression.

"You said this was the 51st century," Mickey accused lightly, though a bit confused.

"I also said this ship was generating enough power to punch a hole in the Universe," he countered, "I think we just found the hole. Must be a spatio-temporal hyperlink."

"What's that?"

"He has no idea," the Professor answered for him, "He made it up," she nudged him with her elbow, "Didn't wanna say 'magic door.'"

The Doctor smiled at that.

"And on the other side of the 'magic door' is France in 1727?" Rose shook her head.

The Doctor nodded and looked back at the fireplace before walking across the room. He took off his coat and tossed it back at the Professor who just laughed and draped it over her arm.

"Well, she was speaking French," the Doctor stated, "Right period French, too."

"She was speaking English, I heard her!" Mickey exclaimed.

Rose draped an arm around Mickey's neck as the Doctor walked back to the fireplace, "That's the TARDIS, translates for ya."

"Even French?"

"Yep."

The Doctor kneed the side of the fireplace and the wall immediately began to rotate. The Professor jumped back to avoid it as the Doctor grinned, "Gotcha!"

"Doctor!" Rose shouted, rushing forward, but she was too late.

The Doctor turned around to see he was now standing in a dark and shadowy bedroom where Reinette was sleeping on her bed. He looked around, hearing the prominent ticking of the clock before walking over to the window and looking out at the skyline of Paris in the winter, snow gently falling. There was a neigh of a horse outside, waking Reinette. She sat up quickly, the creaking of the bed drawing the Doctor's attention who turned to see her staring at him.

"It's okay!" he said quickly, holding up his hands, "Don't scream! It's me, it's the fireplace man. Look," he walked over to her and lit a candle by her bed with his sonic, it did little to relieve her as she still looked startled, "We were talking, just a moment ago. I was in your fireplace."

"Monsieur, that was weeks ago," she told him, "That was months!"

The Doctor blinked, surprised, "Really? Oh," he walked back over to the fireplace, knocking on it as he listened to the sound it made, "Must be a loose connection. Need to get a man in."

"Who are you? And what are you doing here?"

The Doctor turned to reply when something caught his eye. The clock on the mantel was broken, the glass shattered, not moving…but the noise…

His mouth fell open a bit as his eyes widened with fear, "Okay, that's scary..."

"You're scared of a broken clock?" Reinette asked skeptically.

"Just a bit scared, yeah. Just a little tiny bit. 'Cos you see, if this clock's broken, and it's the only clock in the room..." he paused, turning to look at Reinette, the ticking growing louder, "Then what's that?" Reinette looked around, now noticing the ticking noise, clearly scared once more. The Doctor didn't move from his spot as he spoke to her again, quietly, slowly, "'Cos you see that's not a clock. You can tell by the resonance. Too big. Six feet, I'd say. Size of a man."

"What is it?"

He moved over to the curtains, checking behind them but found nothing. He quickly looked around, his thoughts racing, speaking just as fast, "Now, let's think. If you were a thing that ticks and you were hiding in someone's bedroom, first thing you do: break the clock. No one notices the sound of one clock ticking, but two? You might start to wonder if you're really alone," he walked over to her bed and crouched down, pulling out his sonic, "Stay on the bed. Right in the middle. Don't put your hands or feet over the edge."

He peered underneath turning on the sonic to scan when something smacked him, sending him flying backwards, the screwdriver nearly flying out of his hands. Reinette gasped while the Doctor scrambled back to the bed. He looked underneath it to see a pair of feet of something standing there, wearing the typical aristocratic dress of the period and country. The Doctor slowly resumed crouching, looking up at Reinette with wide eyes.

"Reinette..." he whispered, "Don't look round," he looked past her to see a man wearing a rather disturbing clown-like mask in French clothing leering down at Reinette who looked terrified, "You stay exactly where you are."

He stood up and looked straight at the figure. He glanced at Reinette, and then the figure, and Reinette once more, feeling very uncomfortable with what he was reading from the figure.

"Hold still, let me look..." he bent down and grasped Reinette's head between his hands, staring intently into her eyes, feeling more disturbed as he looked back at the figure in shock, "You've been scanning her brain!" he paused and looked back at Reinette once more before standing up straight again, "What, you've crossed two galaxies and thousands of years just to scan a child's brain?" he asked the figure, horrified, "What could there be in a little girl's mind worth blowing a hole in the Universe?"

"I don't understand...it wants me?" she asked the Doctor before looking back at the figure, "You want me?"

The figure's head twitched to one side as it spoke in a distinct mechanical tone, "Not yet. You are incomplete."

"'Incomplete?'" the Doctor frowned, "What's that mean, 'incomplete?'"

The figure didn't answer, just stared at Reinette. The Doctor's face set in a firm expression as he spoke in a commanding and irritated voice, pointing the sonic threateningly at the droid, "You can answer her, you can answer me. What do you mean, 'incomplete?'"

The droid didn't answer, instead, it walked around the bed in a jerky motion to face the Doctor. It extended its arm and a menacing looking blade slid out near the Doctor's face. He could only just tilt his head away.

"Monsieur, be careful!" Reinette cried.

"Just a nightmare, Reinette, don't worry about it," he reassured her, "Everyone has nightmares," he started to back away, the droid pursuing him, swiping at him as he jumped back, till they reached the fireplace, "Even monsters from under the bed have nightmares, don't you, monster?" the droid slashed at him again. He jumped aside just in time for the droid to hit the mantel, getting his blade stuck.

"What do monsters have nightmares about?" Reinette asked.

The Doctor quickly jerked the fireplace, seeing the droid struggling, and shouted, "Me, ha!"

Reinette smiled as the droid and the Doctor disappeared from her view, the fireplace spinning around.

"Doctor!" Rose shouted as the fireplace finished turning.

"Move!" the Professor called.

The Doctor spun around, jumping to the side as the Professor sprayed the droid with ice from a gun-like object in her hands. The droid convulsed in one last vain attempt to free itself before freezing completely.

"Nice job," the Doctor reached out and pulled the Professor into his arms, hugging her, spinning her around before setting her down, "Great timing!"

"Just like old times eh?" she asked with a little laugh.

"Excellent, ice gun!" Mickey shouted, rushing over to look at the gun in question.

The Professor handed the gun to Mickey to look at, "Fire extinguisher."

Rose rolled her eyes at the three of them and looked back over at the droid, "Where did that thing come from?"

"Here," the Doctor said.

"So why is it dressed like that?" Mickey asked.

"Field trip to France, some kind of basic camouflage protocol, nice needlework!" the Doctor commented, looking at the droid as he walked over to it, squinting, "Shame about the face," he pulled off the wig to reveal it's actual head, an ornate clockwork mechanism covered with a clear plastic egg. He started to grin, very excited, looking at the device in admiration, "Oh, you are beautiful!"

Mickey and Rose edged closer in curiosity while the Professor hung back. The Doctor pulled on his glasses and examined it more closely.

"No, really, you are, you're gorgeous!" he glanced at the Professor and tried to nod her over, "Professor, look at that! Space age clockwork, I love it! I've got chills! Have you?" he looked over to see she had taken a few steps closer but was nowhere near close enough to examine it properly. His grin faltered just a bit before he turned back to the droid, "Listen, seriously, I mean this from the heart, and, by the way, count those, it would be a crime, it would be an act of vandalism to disassemble you," he looked at the droid wistfully.

"But that won't stop you," the Professor said with a bit of humor in her voice.

"No, it will not," the Doctor agreed before lifting the sonic at it just as the droid creaked back to life. A moment later it teleported away. Rose and Mickey blinked and looked around, trying to see where it went. The Doctor just frowned, putting his screwdriver back and walked swiftly over to the fireplace, ready to go back to the other side, "Short range teleport, can't have got far. Could still be on board…"

"What is it?" Rose asked.

The Doctor pointed at Rose and Mickey, "Don't go looking for it!" and then to the Professor, "Don't let them go looking for it."

"Where're you going?"

"Back in a sec," he grinned, popping the fireplace up to return to Reinette's side. Rose looked over at the fire extinguisher in Mickey's hands.

Mickey looked at her and down at the gun and back, realizing what she was thinking, "He said not to look for it..."

"Yeah, he did," she replied, sounding all serious. She looked at Mickey a moment before smiling and grabbing another fire extinguisher from the wall.

"I really don't think we should go," the Professor said quietly as Rose checked the gun, "You don't know what's out there or what they're capable of."

"Then we'll find out won't we," Rose remarked tensely.

"It's just…we need to be careful. The crew is gone and safe betting is that they were taken out by those droids. There's got to be more of them and we don't know how many. We should really stay here, stay safe…"

"I got a question for ya," Rose cut in, "How did the Doctor ever put up with a coward like you?"

The Professor winced, stepping back as though she'd been slapped. Rose just turned and walked out of the room, heading down a hallway without a backwards glance. The Professor looked down at the floor as Mickey shuffled uncomfortably where he was.

"I didn't mean it as hiding," she said quietly, "I just…if those droids took out a crew, two humans don't stand a chance, even with those guns," she looked up at him, "I just don't want anything to happen to the both of you…"

"We'll be fine," Mickey smiled, trying to reassure her.

"I just…" she swallowed hard, "I've lost my entire planet, my friends, my family, all of my people…I don't want to lose you as well, you or Rose."

Mickey nodded slowly, understanding. She'd just come from a war where she was captured by aliens who had tortured her while her planet burned. He could understand losing everything and not wanting to lose what little you had left. Maybe that was why he was so attached to Rose. After his Gran had died, the only person he still had left was Rose…and then the Doctor came along…

He gestured to the door and the Professor let out a breath before walking through it. They could see Rose down the corridor waiting for them at the end, looking more than a bit irritated at having to wait for them.

"She doesn't mean it you know," he said quietly as they walked towards Rose, "I don't think she doesn't like you, I think she's just threatened."

"Threatened?" she frowned, not having thought of that. She really did think that Rose didn't like her.

"Yeah, it's like…" he trailed, trying to come up with the words to describe it, "Like you know all this stuff about the Doctor, his family, his customs, that she doesn't. Things she'll probably never know. You've got things up on her."

"I suppose it's possible…"

"It's reality," he laughed, "Trust me I know," she looked at him curiously, "I felt threatened when the Doctor swung around…still do," he added softly.

She smiled at him and nudged him with her arm, a gesture he returned, earning a smile from both of them.

~8~

As Rose, Mickey, and the Professor wandered around the spaceship the Professor couldn't keep the smile off her face. Mickey looked furtively down a corridor, holding one of the fire extinguishers before doing an Indiana Jones like move, dropping and rolling to check their safety. He turned back to them and winked earning a laugh from the Professor. He had been doing moves like that during their examination of the ship, cracking jokes as well. And while she didn't necessarily understand most of them, his intentions were noble, trying to cheer her up and take the sting out of what Rose had said before.

He moved along a few feet before stopping at a security camera that moved towards him and blinked, "Are you looking at me?" he asked it. It just moved closer to his face suddenly and he jumped back with a squeak of alarm.

"You ok Mickey?" the Professor called, walking over to him with Rose, a torch in her hand.

"Look at this," he said, motioning to the camera where they could now see an eye looking at them, a human eye, "That's an eye in there. That's a real eye."

As the eye retreated back into the wall they could hear a heart beating close by. Rose turned and bent down to a small circular cover in a bulkhead.

"I wouldn't touch it," the Professor called as Rose reached out to it, "It'll be hot," she added when Rose looked up at her.

Rose just rolled her eyes at the woman and reached out to pull the cover away, only to snap her hand back as it scalded her.

"Here," the Professor held out a scrap piece of cloth, a rag from one of the crew to the woman. Rose snatched it and wrapped it around her hand before trying to pull the cover off again, managing to do it this time.

They all grimaced seeing a human heart with wires and pipes attached to it beyond.

"What is that?" Mickey frowned, "What's that in the middle there? It's like it's wired in."

"That's a heart, Mickey..." Rose said, disgusted, "That's a human heart."

~8~

They walked down a corridor, their guns at the ready while the Professor shown a light for them.

"Maybe it wasn't a real heart," Mickey commented.

"Course it was a real heart," Rose remarked.

"Is this like normal for you? Is this an average day?"

"Life with the Doctor, Mickey, no more average days," Rose shrugged as they came to stop by a window with a view of a luxurious 18th century room.

"It's France again. We can see France."

"I think we're looking through a mirror."

They watched as the room's doors opened and a rather fancy man walked in with two servants, "Blimey, look at this guy," Mickey muttered, "Who does he think he is?"

"Care to take that one Doctor?" the Professor mimicked as the Doctor appeared behind them.

Rose and Mickey spun around, not having seen or heard him approach.

"King of France," he remarked with a grin at her.

"Oh, here's trouble," Rose smiled at him, "What you been up to?"

"Oh, this and that," he shrugged as they all turned back to watch the king in the mirror, "Became the imaginary friend of a future French aristocrat...picked a fight with a clockwork man..." a white horse neighed behind him, "Oh, and I met a horse."

The Professor laughed as the horse trotted over to them, "Only you," she shook her head at him.

"What's a horse doing on a spaceship?" Mickey frowned, confused.

"Mickey, what's pre-Revolutionary France doing on a spaceship?" the Doctor retorted, "Get a little perspective."

"I think your question's better," the Professor told Mickey.

The Doctor turned to her stunned, "It is?"

"This is  _you_  we're talking about Doctor, and knowing you…you  _would_  find pre-Revolutionary France on a spaceship. The horse on the other hand…"

"Ha!" Mickey shouted in victory, slinging his arm over the Professor's shoulder, "Gotcha!"

The Doctor just shook his head with a smile and turned back to the window, it seemed like the Professor was starting to feel better and that was all he could ask for.

"See these?" he pointed at the window, "They're all over the place. On every deck. Gateways to history. But not just any old history..." he placed a finger on the glass as Reinette entered the room, " window...deliberately arranged along the life of one particular woman. A spaceship from the 51st century stalking a woman from the eighteenth. Why?"

"Who is she?" Rose asked.

"Professor?" he looked at her, hopeful, but she just looked down.

Ok, not quite better.

"Jeanne-Antoinette Poisson, known to her friends as Reinette," he answered, "One of the most accomplished women who ever lived."

"So has she got plans of being the Queen, then?" Rose shook her head, trying to follow along.

"No, he's already got a Queen. She's got plans of being his mistress."

"Oh, I get it," Rose nodded and glanced at Mickey, "Camilla."

She and Mickey started to laugh.

"I think this is the night they met," the Doctor continued as the king left the room, "The night of the Yew Tree ball. In no time at flat, she'll get herself established as his official mistress, with her own rooms at the palace...even her own title, Madame de Pompadour."

Reinette turned to the window they were looking through, the mirror, and preened herself, unknowing that they were watching.

"Queen must have loved her..." Rose scoffed.

"Oh, she did," the Doctor nodded, not catching the quip, "They get on very well."

"The King's wife and the King's girlfriend?" Mickey asked, incredulous.

"France. It's a different planet."

"Shhh," the Professor cut in as a soft ticking noise sounded. They turned back to the mirror as the Doctor spotted that the clock on the mantle was broken.

Reinette too seemed to hear the ticking and turned around, eyes wide with fear, "How long have you been standing there?" she called to a figure in the corner of the room, standing facing the wall, "Show yourself!"

The figure turned suddenly and revealed itself to be one of the clock work droids. A moment later it began advancing towards her.

The Doctor grabbed the fire extinguisher from Mickey and swung the mirror open so he could step back into Reinette's world with Rose, Mickey, and the Professor following.

"Hello, Reinette!" he called, rushing past her, "Hasn't time flown?"

"Fireplace man!" she gasped.

He quickly sprayed the droid with the fire extinguisher till it was immobile before tossing it back to Mickey. The droid started to click and whirr as it tried in vain to move.

"What's it doing?" Mickey asked.

"Switching back on," the Doctor said, "Melting the ice."

"And then what?"

"Then it kills everyone in the room," the Doctor said, blinking as he realized exactly who else was in the room. The droid's arm shot out towards the Doctor's throat and he found himself being pulled back by his coat by the Professor. He gave her a nod of thanks before backing up with the rest of them, "Focuses the mind, doesn't it?" he turned to the droid, "Who are you? Identify yourself."

The droid was silent.

"Order it to answer me," he said quietly to Reinette.

"Why should it listen to me?" Reinette shook her head, confused.

"I don't know. It did when you were a child. Let's see if you've still got it."

Reinette straightened herself and turned to the droid, "Answer his question. Answer any and all questions put to you."

The droid lowered its arm, "I am Repair Droid Seven."

The Doctor nodded, "So what happened to the ship, then? There was a lot of damage."

"Ion storm, eighty two percent systems failure."

"That ship hasn't moved in over a year. What's taken you so long?"

"We did not have the parts."

Mickey laughed at that, "Always comes down to that, doesn't it? The parts."

"What's happened to the crew, where are they?" the Doctor asked.

"We did not have the parts," the droid repeated.

"There should have been over fifty people on your ship," the Doctor said, growing aggravated, "Where did they go?"

"We did not have the parts."

"Fifty people don't just disappear! Where…"

"They're…" the Professor began, before going quiet. The Doctor looked at her, she sighed and looked at him meaningfully, "They didn't have  _the parts_."

The Doctor blinked, before his eyes widened, realization dawning on him, "Oh. You didn't have the parts…so you used the crew."

"The crew?" Mickey frowned.

"We found a camera with an eye in it..." Rose recalled, "And there was a heart...wired in to machinery."

"It was just what it was programmed to," the Doctor sighed, "Repairing the ship any way it can, with whatever it could find. No one told it the crew weren't on the menu. What did you say the flight deck smelt of?"

"Someone cooking..."

"Flesh plus heat. Barbeque," he shook his head and turned back to the droid, "But what are you doing here? You've opened up time windows, that takes colossal energy. Why come here, you could have gone to your repair yard. Instead you come to eighteenth century France? Why?"

"One more part is required," it said, its head jerking towards Reinette as they all turned to look at her as well.

"Then why haven't you taken it?"

"She is incomplete."

"What...so, that's the plan then? Just keep opening up more and more time windows, scanning her brain, checking to see if she's 'done yet?'"

"Why her?" Rose asked suddenly, "You've got all of history to choose from, why specifically her?"

"We are the same," the droid replied.

"We are not the same, we are in no sense the same!" Reinette stepped up.

"We are the same."

"Get out of here!" she shouted, getting angry, "Get out of here this instant!"

"Reinette, no!" the Doctor called, but he droid activated its teleport and disappeared, "It's back on the ship," he breathed, turning to Rose and Mickey, "Professor, you're with me. Rose, take Mickey and Arthur, go after it. Follow it, don't approach it, just watch what it does."

"Arthur?" Rose asked as she and Mickey turned back to the mirror.

"Good name for a horse."

"No, you're not keeping the horse!" Rose stated, exasperated.

"I let you keep Mickey!" he countered, "Now go, go, go!"

Mickey and Rose turned and ran back through the mirror portal, the Doctor closing it behind them before turning back to the two women, "Go keep a look out," he said to the Professor, who nodded and quickly walked to the end of the room, peering through a few doors.

"Reinette, you're going to have to trust me," he continued, turning to the French woman, "I need to find out what they're looking for, there's only one way I can do that. Won't hurt a bit."

Reinette nodded and he placed his fingers on her temples, closing his eyes as she did the same.

"Fireplace man..." Reinette gasped a moment later, "You are inside my mind!"

"Oh dear, Reinette. You've had some cowboys in here."

"You are in my memories. You walk among them."

"If there's anything you don't want me to see, just imagine a door and close it. I won't look. Ooh…actually...there's a door just there."

Reinette opened her eyes and grinned at him slyly.

"You might want to clo…ooh," he muttered, "Actually, several."

"To walk among the memories of another living soul...do you ever get used to this?"

"I don't make a habit of it."

"How can you resist?"

He frowned, "What age are you?"

"So impertinent a question so early in the conversation. How promising."

"No, not my question, theirs. You're 23 and for some reason, that means you're not old enough…" Reinette flinched, "Sorry, you might find old memories reawakening. Side effect."

"Oh, such a lonely childhood..." she breathed.

"It'll pass. Stay with me."

"Oh, Doctor," she continued, shaking her head, "So lonely. So very, very alone…"

"What do you mean, alone? You've never been alone in your life…" his eyes snapped open, "When did you start calling me 'Doctor?'"

"Such a lonely little boy. Lonely then and lonelier now. But…" she frowned in concentration, "You were never  _truly_  alone… _she_  was  _always_  there. You're worried…concerned for your friend," she opened her eyes, smiling softly at him, "But it runs much deeper than friendship doesn't it?"

"How did you do that?" he shook his head, stepping away from her.

"A door, once opened, can be stepped through in either direction..." she reasoned as he stared at her, vulnerable, "Oh, Doctor," she breathed softly, stepping towards him, "Does she know?"

When the Doctor stared at her she glanced down the hall to where the Professor was still standing, keeping watch.

"My Doctor. Dance with me."

"I can't."

"Dance with me."

"This is the night you dance with the King."

"Then first, I shall make him jealous," she commented, before grinning knowingly, "Unless there is another you wish to dance with more?"

"I can't," he shook his head, the double meaning not lost on her.

"The Doctor and the Professor…" she breathed sadly, "Doctor who? Professor of what?" she looked at him a few more moments, understanding in her eyes, "It's more than just a secret, isn't it?"

"What did you see?"

"That there comes a time, Time Lord _,_ when every lonely little boy must learn how to dance. And he must not keep a  _Lady_  waiting."

The double meaning was not lost on him either.

She smiled and took his hand leading him away, towards the door the Professor was standing by.

~8~

Rose's eyes fluttered open as a loud ticking reached her. She looked around to see one of the clockwork droids staring down at her. She remembered being knocked out by them, she and Mickey.

"What's going on?" she struggled, trying to get free, "Doctor?"

She looked down and saw she had been manacled on some sort of operating table, tilted at a sharp angle. She could see Mickey manacled to another on the other side of the room, both of them surrounded by the droids.

"Rose?" Mickey called, scared, "They're gonna chop us up. Just like the crew, they're gonna chop us up and stick us all over their stupid spaceship. And where's the Doctor? Where's the precious Doctor now? He and the Professor have been gone for flipping hours, that's where he is!"

"You are compatible," a droid said, stepping up to Rose.

"Well..." she began, trying to buy them time, "You...you might wanna think about that. You really, really might because...me and Mickey...we didn't come here alone, oh no! And trust me, you wouldn't wanna mess with our designated driver…"

"And his friend!" Mickey added as the droid thrust a sharp and lethal looking saw in front of Rose's face.

Rose leaned back, looking at the blade apprehensively, "Ever heard of the Daleks? Remember them? They had a name for our friend. They had myths about him, and a name. They called him the..."

There was a loud banging in the distance as they all looked over in that direction only to hear someone, the Doctor, singing drunkenly.

"I could've danced all night, I could've danced all night..."

"They called him the…" Rose glanced in the direction, distracted, "They called him the…the…"

The Doctor suddenly staggered into the room wearing a pair of sunglasses with his tie tied around his head, dancing with the Professor.

"And still have begged for moooore..." he sang to her as they danced their way over to the duo strapped down, albeit clumsily due to the Doctor. From what Mickey could see, the Professor looked rather sober and was trying to support the Doctor as much as she could, "I could've spread my wings and done a thou…" he trailed off, finally seeming to notice them, "Have you metthe French?" Mickey looked bemused at his state as the Professor straightened him up, though the man was leaning heavily on her, "My GOD, they know how to party."

"Oh, look at what the cat dragged in," Rose remarked sarcastically, "The Oncoming Storm."

The Doctor grimaced, "Oh, you sound just like your mother."

"What've you been doing? Where've you been?"

"Well...among other things…I think I just invented the banana daiquiri a few centuries early."

"Only you," the Professor breathed as Rose laid back on the board clearly exasperated.

"Do you know, they've never even seen a banana before!" the Doctor looked at the Professor before turning to lean over Rose, nearly falling onto her had the Professor not grabbed his coat and pulled him back, "Always take a banana to a party, Rose. Bananas are GOOD."

"I still want to know why you carry one in your pocket," the Professor said, as he turned and spotted the droids.

"Oh, ho, ho, ho, ho, brilliant!" he cheered, absolutely delighted, "It's you! You're my favorite, you are, you are the best! Do you know why? 'Cos you're so THICK. You're Mister Thick Thick Thickity Thick Face from Thicktown, Thickania," he started to walk back before throwing, "And so's your dad," over his shoulder. He strolled away back to the Professor's side, draping an arm around her shoulder, "Do you know what they were scanning Reinette's brain for?" he sniggered, "Her milometer. They wanna know how old she is. Know why?"

"'Cos the ship is 37 years old," the Professor replied.

"'Cos this ship is thir…" he trailed, frowning as he looked at her, he could feel her shaking beside him, "Right…" he nodded, showing his concern so openly would ruin his plans, so he continued as though he hadn't noticed, "And they think that when Reinette is 37, when she's 'complete,' then her brain will be compatible. So, that's what you're missing, isn't it?" he turned to stare at the droids mockingly, "Hmm? Command circuit. Your computer. Your ship needs a brain. And for some reason, God knows what, only the brain of Madame de Pompadour will do."

"The brain is compatible," the droid replied.

"Compatible?" the Doctor frowned, stepping forward to the droid once more, "If you believe that, you probably believe this is a glass of wine," he pulled the droid's mask off and poured the liquid from the glass he was holding into the clockwork inside its head. He then put the mask back on and patted its head as it wound down. Rose leaned back against the board in relief.

"Multigrain anti-oil," he smiled, now sober, revealing his ruse, "If it moves, it doesn't."

"Doctor," the Professor called.

He looked over to see her watching the droids around the room start to advance. He just leaned over and pulled a nearby lever, deactivating them for the time being.

"Right, you two, that's enough lying about..." he quickly released Rose and Mickey with his sonic. They slid down the table and onto the floor, "Time we got the rest of the ship turned off."

"Are those things safe?" Mickey asked, looking at the droids.

The Professor walked over to the Doctor, pulling his tie down to fix it as he lifted his sunglasses up, "Yep," he answered, "Safe. Safe and thick. Way I like them. Okay, all the time windows are controlled from here. I need to close them all down," he felt his pockets, "Zeus plugs…" he mumbled before looking at the Professor, "Where are my Zeus plugs?"

"You were using them as castanets," she reminded him.

"Why didn't they just open a time window to when she was thirty-seven?" Rose asked, cutting in on the Doctor and Professor's little domestic moment.

The Professor quickly moved back from the Doctor half a step, enough for Rose to relax just a bit from their proximity.

"With the amount of damage to these circuits, they'll be lucky to hit the right century," the Doctor remarked, "Trial and error after that," he walked over to a computer and began fiddling with it, pushing buttons here and there, frowning, "The windows aren't closing. Why won't they close?"

"What's that?" Rose asked as something began to ping.

"I don't know...incoming message?"

"From who?" Mickey wondered.

"Report from the field...one of them must still be out there with Reinette! That's why I can't close the windows, there's an override!"

There was a whirring noise behind them as one of the droids sprang back to life. They spun around watching as the droid expelled the 'wine' that the Doctor had poured into it all over the Doctor's shoes.

"Well, that was a bit clever," the Professor commented.

The rest of the droids sprang to life, filling the room with ticking.

"Right..." the Doctor nodded, "Many things about this are not good," the ping sounded again, "Message from one of your little friends? Anything interesting?"

"She is complete," one of the droids replied, "It begins."

And with that, they all teleported out.

"What's happening?" Rose asked.

"One of them must've found the right time window, and now it's time to send in the troops," the Doctor said gravely, "And this time they're bringing back her head."

~8~

Rose ran into the room from having warned Reinette to see the Doctor working frantically at a window, Mickey and the Professor standing by.

"You found it, then?" she asked him.

"They knew he was coming," the Professor answered for him so he could keep working undistracted, "They blocked it off."

Rose looked through the time window into the ballroom, "I don't get it. How come they got in there?"

"They teleported," the Doctor answered this time, "You saw them. As long as the ship and the ballroom are linked, their short-range teleports will do the trick."

"Well, we'll go in the TARDIS!"

"We can't use the TARDIS," the Professor said.

"Oh and why not?" Rose shot her a small glare, part of her wondering if the girl actually had a reason or if she was just trying to shoot down her ideas.

"We're part of events now," the Doctor agreed, not looking up from his work.

"Well, can't we just smash through it?" Mickey asked.

"Hyperplex this side, plate glass the other. We need a truck."

"Doctor…" the Professor began, looking back the way Rose came at something.

"We don't have a truck," Mickey stated.

"I know we don't have a truck!" the Doctor shouted.

"Doctor," the Professor tried again.

"Well, we've gotta try something!" Rose cried as well.

"No, smash the glass, smash the time window, they'd be no way back," the Doctor explained as Rose stared at him.

"Doctor!" the Professor shouted this time.

"What?" he jumped up and turned on her. She just nodded in the direction she was looking. He followed her gaze and saw Arthur standing there.

~8~

"Can everyone just calm down?" Reinette called to those in the ball room, "Please. Such a commotion. Such distressing noise. Kindly remember that is is Versailles. This is the Royal Court. And we are French," she calmly turned to the droids that had dragged her there as the room quieted, "I have made a decision. And my decision is no, I shall not be going with you today. I have seen your world, and I have no desire to set foot there again."

"We do not require your feet," one of the droids replied.

Two other droids stepped up beside her, pushing her to her knees, both pointing their blades at her neck. The main droid approached her slowly, his weapon aimed at her as well.

"You think I fear you," Reinette continued, looking up at the droid defiantly, "But I do not fear you, even now. You are merely the nightmare of my childhood. The monster from under my bed. And if my nightmare can return to plague  _me,_ then rest assured…" she lowered her voice to a near whisper, "So will yours!"

There was a sound of a horse whinnying in the distance. The droids, Reinette, and the guests all turned to look around for the source of the noise, now accompanied by galloping hooves. A moment later a horse leapt through the glass of a large mirror on the wall, the Doctor riding on its back. The guests started to scream while Reinette's mouth dropped open at the sight. The Doctor winked at her as he passed by, the horse coming to a halt as he dropped down from it.

"Madame de Pompadour," he greeted, "You look younger every day."

Reinette could only smile at that.

"What the hell is going on?" the king demanded.

"Oh, this is my lover, the King of France," Reinette introduced.

"Yeah?" he nearly scoffed, eyeing the king, "Well, I'm the Lord of Time," he turned and approached the main droid, "And I'm here to fix the clock," he pulled off the mask of the droid revealing the clockwork underneath earning gasps from the crowd. The droid pointed its weapon at the Doctor, "Forget it. It's over. For you and for me," he glanced over at the broken mirror seeing only a brink wall behind it, "Talk about seven years bad luck. Try 3,000..."

The droid cocked its head to look at the mirror as well.

~8~

On the spaceship, Rose, Mickey, and the Professor stared at the shards of glass on the ground and then at the wall of the ship where the window had been.

"What happened?" Mickey asked, "Where did the time window go? How's he gonna get back?"

Rose slowly backed away from the wall, shaking her head, unable to answer or believe what had happened. Tears were in her eyes and, had she not been as devastated as she was, she would have glared at the Professor for even alerting the Doctor to the presence of Arthur, giving him the idea to use the horse to jump through the glass.

The Professor however, just looked at the wall, her head tilted to the side, thoughtful.

~8~

The Doctor watched as the droid repeatedly tried to use its teleport to no avail. It turned to the Doctor who just smirked, "The link with the ship is broken. No way back. You don't have the parts. How many ticks left in that clockwork heart? A day? An hour? It's over. Accept that. I'm not winding you up."

A moment later the clockwork droid wound down, going dead, much like the others, all slumping forward, one even fell backwards, smashing its head over the floor. The guests started to whisper amongst themselves as the Doctor glanced over at Reinette.

"You alright?" he asked.

She nodded as he stepped towards her and held out a hand to help her up, "What's happened to them?"

The Doctor shrugged, putting his hands in his pockets, "They've stopped. They have no purpose now."

He glanced back over at the mirror, walking over to it slowly. He stared at the wall a moment before placing his hand on it.

~8~

"We can't fly the TARDIS without him," Mickey mumbled, "Can we?" he looked over at the Professor, "Can you?"

She shook her head slowly walking over to the wall, "He became a part of the timeline…"

"How's he gonna get back then?" Mickey asked, glancing at Rose who turned sadly to look at the stars.

The Professor raised her hand, hesitating slightly before taking a breath and placing it on the wall, closing her eyes.

A moment later a small smile appeared on her face.

~8~

The Doctor stood by a window in a bedroom of Versailles, holding a glass of real wine in his hands and looking up at the stars, the direction of the cluster the ship had been in…would be in…

Reinette came up behind him, holding her own glass of wine as she too followed his gaze to the stars, "You know all their names, don't you? I saw that in your mind. The name of every star," she laughed, "Of course the Professor helped you memorize them didn't she?"

He gave her a small grin, "What's in a name? Names are just titles. Titles don't tell you anything."

"Like 'The Doctor?' Or 'The Professor?'"

"Like, 'Madame de Pompadour,'" he quipped back, earning another laugh from her.

"I have often wished to see those stars a little closer. Just as you have, I think."

"From time to time."

"In saving me, you trapped yourself. Did you know that would happen?"

"Mm. Pretty much."

"Yet, still you came."

"Yeah, I did, didn't I?" he smiled, "Catch me doing that again," his smile faded as he looked up at the stars.

Reinette was silent a moment before she spoke again, "You miss her terribly," he looked at her, shocked by her statement, but she just smiled in understanding, "You lost her once, you did not ever want to again, and now you feel you have," she paused, "Does she know?" he looked away, answering her question, "There were many doors between my world and yours. Can you not use one of the others?"

"When the mirror broke, the shock will have severed all the links with the ship. There'll be a few more broken mirrors and torn tapestries around here, I'm afraid. Wherever there was a time window. I'll…I'll, er...pay for any damage…" Reinette laughed as something dawned on him, "Um...oh, that's a thought, I'm gonna need money. I was always a bit vague about money. Where do you get money?"

"So, here you are. My lonely angel. Stuck on the slow path, with me."

"Yep. The slow path," he grinned, though one that did not reach his eyes, and held up his glass, "Here's to the slow path."

Reinette laughed and clinked her glass with his, sipping her wine, "It's a pity...I think I would've enjoyed the slow path."

"Well, I'm not going anywhere."

"Oh, aren't you?" she smiled, setting her wine down, "Take my hand," the Doctor did so and she led him out of the room, into another, her bedroom, where a very familiar fireplace was set in the wall, "It's not a copy. It's the original. I had it moved here and was exact in every detail."

"The fireplace..." he breathed, walking towards it slowly, "The fireplace from your bedroom. When did you do this?"

"Many years ago. In the hope that a door once opened, may someday be opened again. One never quite knows when one needs one's Doctor," they shared a small smile as she looked back at the fireplace, "It appears undamaged, do you think it will still work?"

"You broke the bond with the ship when you moved it. Which means it was offline when the mirror broke. That's what saved it. But..." he moved closer, examining it, "The link is basically physical, and it's still physically here."

Reinette watched, not saying a word as he worked, though there was a hint of sadness in her eyes.

He tapped the woodwork, "Which might just mean, if I'm lucky...if I'm very, very, very, very, very, very lucky..." he leaned closer, finding what he was looking for, "Aha!"

"What?"

"Loose connection!" he replied, holding his sonic at it, "Need to get a man in!" he banged the mantel piece and prepared for when it would turn, "Wish me luck!"

"No..."

His grin faded from his face as the fireplace turned, depositing him back in the ship. He quickly crouched down and called through the flames, "Madame de Pompadour!" she crouched down on the other side, "Still wanna see those stars?"

"More than anything!"

"Give me two minutes. Pack a bag!"

"Am I going somewhere?"

"Go to the window, pick a star, any star!" he ordered lightly before he dashed off to find Rose, Mickey, and the Professor while Reinette ran to her window.

~8~

Rose pulled the Doctor into a tight hug, "How long did you wait?" he asked her, laughing.

"Five-and-a-half hours!" she said, relieved.

"Right, always wait five-and-a-half hours," he added, pulling away. He turned, about to hug Mickey, when he changed his mind and shook his hand instead.

"How about you?" he spun around to the Professor, "Miss me?"

"No," she replied, nearly laughing as his face fell, "I knew you'd come back."

"Oh?" he raised an eyebrow.

"There was a loose connection. One of the windows was offline. Only a matter of time before you or Reinette found it."

He grinned, stepping forward and pulling her into a hug as well. She laughed, hugging him tightly despite the fact she hadn't been worried. She breathed in, just memorizing his scent, one that never seemed to change despite his regenerations, taking comfort in it. He squeezed her tighter, holding her a few seconds longer than necessary before pulling back with a gentle smile.

"Where've you been?" Rose demanded, feeling just a bit cross at their affectionate hug. She truly couldn't fault them for being relieved, but now she was starting to get peeved that the Professor hadn't told them the Doctor would be returning.

"Explain later," he spun around, "Into the TARDIS, be with you in a sec."

He rushed back to the fireplace as Mickey ran into the TARDIS with the Professor, Rose hesitated and watched as the Doctor knelt by the fireplace.

"Rose?" the Professor called gently.

Rose shook herself out of her thoughts and turned to enter the TARDIS as well.

"Reinette?" the Doctor called through the flames, "You there, Reinette?"

He stood and triggered the fireplace, revolving back to France, only to find himself back in the palace, now completely dark. He paused in wonder before stepping out of the room to try and find out what was going on.

"Reinette?" he called. But there was no one there save the king who was standing by the window, looking outside, "Oh. Hello."

"You just missed her," the king replied, gaze still outside, "She'll be in Paris by six."

"Ah."

The king turned to look at the Doctor, taking a few steps towards him, awestruck, "Good Lord...she was right. She said you never looked a day older…" the Doctor raised his eyebrows in question, "So many years since I saw you last, yet not a day of it on your face," he sighed and turned to a desk, puling open a drawer and taking out a letter, "She spoke of you many times."

The Doctor smile started to fade as he realized what was happening.

"Often wished you'd visit again, properly introduce your companions. You know how women are," he turned and held out the letter to the Doctor who took it and looked down at it. The king glanced out the window, hearing the thrash of whip and horses trotting, "There she goes," he breathed, watching as a hearse carried Reinette's coffin away from the palace in the rain, "Leaving Versailles for the last time. Only 43 when she died."

The Doctor slowly walked up behind the king to watch the procession, his face solemn with pain.

"Too young...too young. Illness took her in the end. She always did work too hard," his eyes filled with tears as he looked at the Doctor, "What does she say?"

Without saying a word or removing his gaze from the window the Doctor tucked the letter inside his jacket.

The king nodded, "Of course. Quite right."

After a few more moments the Doctor turned and walked away.

~8~

The Doctor walked into the TARDIS, closing the door wearily behind his back before making his way up to the console.

"Why her?" Rose asked from where she and Mickey were standing around the console, the Professor subtly setting the TARDIS up for flight, "Why did they think they could fix the ship with the head of Madame de Pompadour?"

"We'll probably never know," he sighed, "There was massive damage in the computer memory base. Probably got confused."

"The S.S. Madame de Pompadour," the Professor said quietly, not looking up from where she was working. The Doctor looked over at her in question, "That was the ship's name."

He nodded slowly, now it made sense, before moving to join her at the console, "The TARDIS can close down the time windows now the droids are gone," he reached out for a knob, "Should stop it causing any more trouble."

"Covered," the Professor said, looking up at him, a sad understanding in her eyes.

He smiled lightly at her, she always knew when things were wrong.

"Are you alright?" Rose called, seeing the sad look the two aliens had shared.

The Doctor looked over at her, "I'm always alright," he smiled briefly and turned to fiddle with some controls while Rose watched him.

Mickey eyed the interaction a moment longer before realizing the Doctor wanted to be alone. He looked at the Professor, nodding at her, both of them aware of this.

He turned and tugged on Rose's arm, "Come on, Rose. It's time you showed me around the rest of this place."

Rose hesitated, not wanting to leave the Doctor alone, especially when only the Professor was there to comfort him, but it seemed like she was about to leave as well so she let Mickey pull her along.

The Doctor looked up as they walked out when suddenly he felt a pair of arms wrap around him. He looked over to see the Professor.

"I'm sorry," she whispered to him, squeezing him once more before leaving him to his solitude.

He waited till she was out of the room before pulling out the letter and opening it.

_My Dear Doctor._

_The path has never seemed more slow, and yet I fear I am nearing its end. Reason tells me that you and I are unlikely to meet again. But I think I shall not listen to reason. I have seen the world inside your head, the incredible people you know, and know that all things are possible. Hurry though, my love. My days grow shorter now, and I am so very weak. I live for the day I shall see you again, the day I shall meet those who live in your heart. I pray that you tell her, my love, for to have your love would be the greatest gift any woman could hope to receive._

_God speed, my lonely angel._

The Doctor quietly closed the letter and tucked it away again. He looked up at the monitor to see an image of the fireplace there. The Professor had set everything up to disable the link, but was leaving the final step to him. He smiled at that, at the closure she was providing, and hit a key on the console, turning the monitor off, shutting down the link.

~8~

"Mind if I join you?" a voice said behind her. The Professor looked up from her spot, sitting on the edge of the door of the TARDIS, watching the stars, to see Mickey standing there.

"Not at all," she smiled, scooting over for him to join her.

They sat in silence for quite a while, both of them just looking out at the stars, "They should give you more credit," she said after a moment, "You really are a brilliant man Mickey."

He grinned at the compliment before shaking his head, "Nah, I'm just…along for the ride I guess."

She frowned, hearing the depression in his last words, "What's wrong?'

He shook his head for a few moments, "What am I doing here?" he asked out loud, though she could tell he was really talking to himself more than expecting a reply, "I mean, I wanted to come, don't get me wrong, but…" he laughed hollowly, "What did I think would happen? I'd join up, show Rose what she was missing by traveling with the Doctor?" he scoffed, "I'll never be as good as him."

The Professor was silent, letting him vent his frustrations. Quite a few minutes passed before she spoke again, "I understand how you feel," he looked at her, startled, "I mean, not exactly, but I can very much relate."

"Oh?" he asked, not nasty or disbelieving, but curious.

She nodded, a sad smile on her face, "The Doctor and I, when we were younger, on Gallifrey, we…we were very close. Closer than close."

"You and he were…"

"No. In the Academy, relationships of that sort were frowned upon and thought to be a distraction," she laughed a bit, "Back then, at first, I was, a bit of a stickler for the rules, no one could ever understand how the Doctor and I worked so well together because of that. Anyway, the Doctor and I were friends and that was all," Mickey nodded, understanding, watching as her expression turned more thoughtful as she recalled her childhood, "The Doctor was two years older than me so he graduated from the Academy before me, but he always came back to visit me whenever he could and we…we had so much fun together. But…he started doing these little things. He would send me Pika flowers, my favorites, whenever they were in bloom, just to be thoughtful. He'd hug me longer than he used to, whisk me away or 'kidnap' me, as he liked to call it, whenever my studies got to be too much. He would look at me sometimes…I'd catch him, with this intent look on his face," she smiled wistfully, "I thought it was his way of telling me that, perhaps, he cared for me as I did him."

"You loved him."

She nodded, "I was gonna tell him too. My mum organized this whole party to celebrate my graduation and invitation to become an Academic. He was there and I was gonna tell him…"

"What happened?" he asked quietly, he already knew it wouldn't be good, her smile was gone.

"He met my cousin, Mayra. And that was it."

"He picked your cousin over you?" he frowned, the Doctor didn't seem that cruel.

"He didn't have to pick. I didn't say anything to him about my feelings. He didn't know," she reached up and quickly wiped a tear from her eyes, "So you see, while I can't understand exactly how you feel about Rose and the Doctor, because…the Doctor was never mine to begin with...I can relate."

Mickey nodded, truly feeling for the girl. He scooted over to her and put his arm around her shoulder, letting her rest her head on his shoulder as they looked out at the stars, both taking comfort in their shared pain and loss.

* * *

**Notes for the Chapter:**

> Something is very wrong with the Professor. Wonder what it is?


	3. Rise of the Cybermen

The Doctor, Rose, Mickey, and the Professor were all sitting around the TARDIS. The Doctor and Rose slumped on the captain's chair next to each other, laughing, while Mickey stood on one side of the console, the Professor just fiddling with a few controls on the other side.

"And that weird munchkin lady with the big eyes?" the Doctor laughed in the middle of their retelling a story to Mickey and the Professor as he looked at Rose, "Do you remember? The way she looked at you! And then she opens her mouth and fire comes out!"

Rose shrieked with laughter, "I thought I was gonna get frazzled!"

"Yeah! One minute she's standing there, and the next minute…rawwwh!"

He and Rose mimicked fire coming out of their mouths before falling over laughing. Mickey smiled and nodded, not really following along. He looked over at the Professor who just had a small smile on her face.

"Sort of like when that magmazard escaped the labs," the Professor shot a grin at the Doctor, "And you decided we needed to find it and return it to its home."

Rose jumped as the Doctor burst out laughing at the memory, doubling over and nearly falling out of his seat he was laughing that hard, "My god," he gasped, "What were we? 50? 60?"

"You were 56, I was 54," she replied fondly.

The Doctor shook his head, "That was fantastic! First with the…"

He then started to ramble, rather fast, a recount of that adventure. Mickey shook his head, the only words he could understand were tracking, canyon, something about sneaking it back and hiding it in a bedroom, stealing a shuttle, underage piloting, grounded for life, and something about the Doctor getting trapped in a cocoon.

He couldn't help but smile at the Professor though, seeing her laughing as well, more cheerful than she'd been in a while.

"That was, and will always be, the  _best_  adventure ever," the Doctor wiped a tear from his eyes.

Mickey looked over at Rose to see her silently fuming, no remnants of laughter left in her face. He could tell she was fairly annoyed at having her thunder stolen. He cleared his throat and turned to her, "Where was that, again? What happened?"

Rose seemed pleased that Mickey had gotten it back to her adventure with the Doctor, but her grin faltered when the only thing the Doctor said was, "Oh, it was on this um...uh, this uh...planet thing, asteroid. It's a long story, you had to be there…" he frowned, seeing Mickey doing something, "Um...what're you doing that for?"

Mickey looked down at his finger which was pushing a button on the console, "'Cos you told me to..."

The Doctor blinked, "When was that?"

"About half an hour ago..."

"Um," he cleared his throat, "You can let go now."

Mickey let go as Rose sniggered, "Well, how long's it been since I could've stopped?"

"Ten minutes?" the Doctor shrugged, "Twenty? ...twenty-nine..."

"Doctor," the Professor chastised lightly.

Mickey's response was the much more indignant, "You just forgot me!"

"No, no, no!" he said quickly, "I was just…I was just...I was calibrating. I was just...no, I know exactly what I'm doing."

And suddenly the TARDIS console exploded, sending Mickey and the Professor flying backwards as they had been standing right there. The TARDIS jolted, shaking violently as sparks and flames flew everywhere. The Doctor half leapt out of the chair and over to the console, frantically trying to operate it.

"What's happened?" Rose shouted.

"The Time Vortex is gone!" the Doctor yelled back, looking at them, "That's impossible! It's just gone!"

Mickey was struggling to get up while the Professor was struggling just to hold on as the shaking grew more violent.

"Brace yourself! We're gonna crash!"

And then the TARDIS did, throwing them all backwards as gas masks fell from the ceiling, the lights of the TARDIS going out, pitching them into darkness.

"Everyone alright? Rose? Mickey?"

"I'm fine," Mickey called, "I'm okay, sorry."

The Doctor looked over at Rose who gave him a nod before turning to look for the Professor. His eyes widened and he quickly scrambled to her side. She was pressed against one of the Y-beams, her knees to her chest, her head in her knees, breathing far too heavily and fast for comfort. He quickly knelt before her, reaching out and putting his hands on her head, lifting it up. His hearts broke. She was pale, with tears streaming down her face, and a terrified look in her eyes.

Suddenly he found himself pulled out of the TARDIS and into her mind.

~/~\~

_The Professor, now with short, choppy, reddish-brown hair and brown eyes, was running around the controls of a shuttle as it jolted and sparked. The alarms were going off, warning of an attack. The ship shook, throwing her against the wall painfully, but she pushed herself off and ran back to the controls._

" _No…" she breathed, seeing the shield levels slowly falling. If they reached 15 percent then her attackers could easily board._

_She quickly typed in a few commands, but was unable to get the shields back up._

_Suddenly the doors behind her were blasted open and horrible bat-like creatures swarmed in. She spun around and began to fire at them with a laser gun, but the bats flew at her in too large a group, knocking her down, the gun flying from her hand. A few of the bats moved to the controls and began tearing them apart._

" _No!" she reached for the controls, trying to knock the bats away, but she fell forwards suddenly as something struck her in the back. A man, Brother Lassa, was standing behind her with a rather large gun. She could recognize the Dalek tech._

_She groaned, feeling the regeneration starting once more, only five hours after her 15-hour regeneration cycle had ended. The bats swarmed her, grabbing her arms, and dragged her out of the shuttle moments before it exploded._

~/~\~

The Doctor pulled back with a gasp, before scooping the shaking girl into his arms. The memory…it had been triggered by the sudden and unexpected disturbance with the TARDIS.

"Hey, hey," he soothed, rocking her back and forth. She moved to hug him tightly, burying her face in his chest, "It's alright, you're safe, you're with me. Hey? The Doctor. I'm here, you're alright. I promise. They're gone."

He rubbed her back, feeling her slowly relax, and pulled away, "You ok?" he asked, looking into her eyes as she wiped them.

"No," she admitted finally, "But we have more important things to worry about."

"Nothing is," he said seriously.

She gave him a small smile at his words before swallowing hard, "The TARDIS is dead."

He blinked and spun around to look at the console where smoke was rising, "The TARDIS is dead…" he repeated. He slowly got up to walk to the console, Mickey slipping past him to crouch beside the Professor, taking his place comforting her.

"You can fix it?" Rose asked, trying her hardest not to be affected by the moment between the Doctor and Professor. Even she could see something had shaken the woman terribly.

"There's nothing to fix. She's perished…" he pulled a lever back and forth fruitlessly, "The last TARDIS in the Universe...extinct."

"We can get help, yeah?" Rose asked as Mickey helped the Professor to her feet.

"Where from?"

"Well, we've landed, we've gotta be somewhere."

"We fell out of the Vortex, through the Void, into nothingness. We're in some sort of no-place...the silent realm...the lost dimension..."

"Otherwise known as London!" Mickey called.

They looked over to see Mickey and the Professor standing by the door, sunlight streaming through. Mickey laughed and stepped out, tugging the Professor with him.

The two looked around at an area which looked very much like London, when the Doctor and Rose stepped out behind them, "London, England, Earth," Mickey said, spotting a newspaper, "Hold on..." he jumped off the low wall they were on and picked it up, "First of February this year, not exactly far-flung, is it?"

Rose jumped down after him, coming to look at the newspaper as well while the Professor and Doctor glanced up before the Doctor jumped down too.

"So, this is London," the Doctor remarked, looking up again.

"Yep."

"Your city."

"That's the one."

"Just as we left it."

The Professor rolled her eyes at his dragging out of the point.

"Bang on."

"And that includes the zeppelins?"

Rose and Mickey looked over at him before following his and the Professor's gaze upwards where the sky was full of zeppelins.

"What the hell..." Mickey breathed.

"That's  _beautiful_ ," Rose smiled.

"Okay…so, it's London with a big international zeppelin festival."

The Doctor just shook his head and turned to the Professor, taking her hand and helping her down from the wall before replying, "This is not your world."

"But if the  _date's_  the same..." Mickey argued, confused, before a light went off in his head, "...it's parallel, right? Am I right? Like a parallel Earth where they've got Zeppelins, am I right? I'm right, aren't I?"

"Spot on!" the Professor laughed, detaching herself from the Doctor, who hadn't let go of her hand, to put an arm around Mickey.

"Must be," the Doctor agreed, his grin slipping just a bit as he watched how chummy Mickey and the Professor seemed to be.

"So, a parallel world," Rose nodded, smiling at the action, better her be chummy with Mickey than the Doctor in her opinion, "Where…"

"Oh, come on," Mickey turned to her, "You see it on films. Like an alternative to our world were everything's the same but a little bit different, like...I dunno…traffic lights are blue, Tony Blair never got elected..."

"And he's still alive..." Rose cut in, her gaze caught by a poster right in front of them. There, on the wall, was her father Pete Tyler, a successful businessman, holding some sort of drink, Vitex, according to the advertisement, "A parallel world and my dad's still alive..."

She stepped slowly towards the poster, the Doctor, Professor, and Mickey following.

"Don't look at it, Rose," the Doctor said sternly, "Don't even think about it. This is not your world."

"But he's my dad...and..." she reached out and touched the poster.

The picture sprang to life for a moment, "Trust me on this," it said, giving a wink and a thumbs up.

Rose stepped back, "Oh, that's weird. But he's real!"

"Trust me on this," the poster repeated.

"He's a success! He was always planning these daft little schemes, health-food drinks and stuff. Everyone said they were useless. But he did it!"

The Doctor reached out suddenly and grasped Rose by the shoulders, leaning over to look in her eyes, "Rose, if you've ever trusted me, then listen to me now," he said urgently. Rose glanced at the poster, "Stop looking at it!" she reluctantly turned back to the Doctor, "Your father's dead. He died when you were six months old. That is not your Pete. That is  _a_ Pete. For all we know, he's got his own Jackie, his own Rose. His own daughter who is someone else, but not you," Rose's eyes started to wander back to the poster but she tried to stop herself this time, "You can't see him. Not ever."

Rose gave a tiny nod as Mickey touched her shoulder comfortingly. The poster of Pete started to repeat 'Trust me on this' over and over.

The Professor stepped up and touched the poster, turning it off.

~8~

The Doctor and Professor were in the TARDIS, the Doctor just fiddling with the controls while the Professor stood a bit off to the side, Mickey and Rose still outside. He twisted a knob to no avail before glancing up to see the Professor looking up at the TARDIS, an all too familiar expression on her face.

"What's wrong?" he asked her, turning to lean against the console.

"What do you mean?" she asked, glancing at him.

"You said it yourself, you weren't ok. Don't think I didn't notice what happened when we were on the S.S. Madame de Pompadour or any of the other times."

The last few trips they had been on. It had been just like with Madame de Pompadour. There would be things that he KNEW she knew about, but she refused to speak. There were times where he went to examine something or fix something and she stepped back, unwilling to even glance at it.

She looked at him a long while, unwilling to talk, so he took a step closer to her and unwrapped her arms from around herself, taking her hands, "Please," he whispered, "I want to help."

That was all it took for her to break. Tears pooled in her eyes as she hunched over, a sob escaping her, "I hate this body," she admitted, "I hate it so much! I'm scared all the time and I don't know why."

"Scared of what?" he asked, squeezing her hand.

"To think."

It was a reaction from her time with the Krillitanes he reasoned, it had to be.

"We all carry things over from our previous life," he said quietly, pulling her to him as she cried, "I'll help you. I swear. I'll help you."

"How?" she breathed, sniffling.

"No idea," he admitted with a little laugh, getting one out of her as well, "But, after everything we've done, everything we've accomplished together…the two of us, we'll figure it out."

She sniffed in and pulled away, a smile on her face as she wiped her eyes, "We always do."

He beamed at her, recalling all the trials they had endured on Gallifrey, all the challenges, the puzzles they had muzzled through together.

She nodded, stepping back, taking a breath and letting it out, feeling much better.

They both looked over at the sound of the TARDIS door opening to see Mickey walk in and close the door behind him.

"I told you to keep an eye on her," the Doctor moaned, shaking his head.

"She's alright," Mickey waved him off.

"She goes wandering off, parallel world, it's like a gingerbread house. All those temptations calling out."

"Oh, so it's just Rose then? Nothing out there to tempt me?"

"Oh, I'm sure there's lots that can tempt you," the Professor remarked, stepping over to Mickey and nudging him.

"Well, I don't know," the Doctor conceded, "I can't worry about everything…if I could just get this thing to…" he suddenly kicked the TARDIS hard in frustration.

"You shouldn't kick her, you know," the Professor commented as he half limped over to a chair, now scowling.

"Did that help?" Mickey asked.

"Yes," the Doctor said at the same time as the Professors said "No."

Mickey laughed at them, "Did that hurt?"

"Yes," the Professor laughed too.

The Doctor just collapsed down on the chair, rubbing his foot, "Ow," he grumbled before looking at the console in thought, "We're not meant to be here. The TARDIS draws its power off the Universe, but it's the wrong Universe. It's like diesel in a petrol engine."

Mickey plopped down next to him while the Professor moved to lean against the console, "But...I've seen it in comics. People are hopping from one alternative world to another, it's easy."

The Doctor shot him a withering look, "Not in the real world," he paused, "Used to be easy. When the Time Lords kept their eye on everything, you could hop between realities, home in time for tea. Then they died, took it all with them. The walls of reality closed, the worlds were sealed. Everything became that bit less kind."

"Then how did we get here?"

The Doctor looked up at the Professor, just knowing she'd probably figured it out already but didn't want to say. She shrugged, giving him an apologetic smile. He nodded back at her, understanding, it would take time. He sighed, weary, "I dunno. Accident? Should've been impossible, now we're trapped."

They fell into a short, hopeless, silence when…

"What's that?" the Professor called. The Doctor looked up to see her looking down through the grating at her feet. He looked down to see a tiny green light glowing beneath the console.

"What?" Mickey looked up at her.

"That there…" the Doctor pointed, "Is that a reflection?"

The Professor shook her head, "I don't think so…"

The three of them crouched down to stare at it.

"It's a light!" the Doctor cried excitedly, "Is it? Is that a light? I think that's a light! That's all we need!" he and the Professor reached out and removed the grilling, "We've got power! Mickey, we've got power! Ha!"

He quickly jumped down under, working his way underneath the console, pulling out some rather important looking internal materials from the TARDIS in the process.

"It's alive!" he cried as he reached the light, sounding extremely happy.

"What is it?" Mickey asked.

"It's nothing. It's tiny. One of those insignificant little power cells that no one ever bothers about, and it's clinging onto life. But with one little ounce of reality tucked away inside!"

"Enough to get us home?"

"Not yet," he replied, pulling himself out to sit beside the grilling hole, holding the cell carefully in his hands, "I need to charge it up."

"We could go outside and latch it up to the national grid!"

"Wrong sort of energy. It's gotta come from our Universe."

"But we don't have anything…"

"There's me..." the Doctor replied, lifting the cell to his mouth when a hand was placed on his own. He looked up to see the Professor, scooting around to sit beside him.

"There's  _us_ ," she corrected.

He nodded, holding the cell between them. They each took a breath and blew gently on the cell as it glowed brightly. The Doctor beamed seeing that.

"We just gave away ten years of our lives," he told Mickey, "Worth every second!"

He giggled dorkishly as the Professor hesitantly reached for the cell. He handed it over gently as the light faded.

"It's going out. Is that okay?" Mickey frowned.

The Doctor looked at the Professor, "Professor? Want to take that one?" she looked at him with a small frown, he just nudged her with his shoulder, "Have to start somewhere and we'll start small," he nodded at the cell, "Doesn't get much smaller than that."

She nodded, swallowing hard, before answering Mickey, "It's on a recharging cycle," it started to grow brighter again, then dimming, basically pulsing.

"It'll loop round," the Doctor added, absolutely beaming at the Professor for making that first step, "Power back up and be ready to take us home in…" he looked at the Professor once more.

"12 hours?" she said, sounding more like a question than a statement. She would have said 24 hours, but since she and the Doctor had both given ten years of their lives, that cut the time in half...she thought.

He nodded, his smile fading slightly at her insecurity on the answer, but reminded himself, small, slow, steps. That was all he could ask for.

He pulled her hand towards him, dropping a small kiss on the power cell.

Mickey smirked at the action, "So, that gives us 12 hours on a parallel world?"

"Shore leave!" the Doctor grinned, "As long as we keep our heads down. Easy. No problem!" he stood up as the Professor tossed him the cell, placing it in his pocket before holding his hand out to help her up.

"Let's go and tell her," the Professor added, nodding at the men.

~8~

They found Rose sitting on a bench along the Thames, looking out at the river.

"There you are!" the Doctor called, "You alright? No applause, the Professor and I fixed it!" he held up the power cell, "12 hours, then we're flying back to reality," he sat down on the bench beside herwhile the Professor and Mickey stood beside it, holding the cell out to her. Rose didn't even glance at it, lost in her thoughts. His grin faded, seeing the mobile in her hands, "What is it?"

"My phone connected," she replied, "There's this...Cybus Network, it finds your phone. It gave me Internet access."

"Rose, whatever it says, this is the wrong world."

"I don't exist."

"What do you mean?"

"There's no Rose Tyler. I was never born. There's Pete, my dad, and Jackie...he still married mum...but they never had kids."

The Doctor reached out, trying to snatch the mobile, "Give me that phone."

But Rose pulled it away from his grasp, "They're rich. They've got a house and cars, and everything they want," she paused a moment, thinking, "But they haven't got me," she got up and walked away from the bench, turning to face the Doctor, "I've gotta see him."

"You can't."

"I just wanna see him."

"I can't let you!"

"You just said 12 hours!"

"You can't become their daughter, that's not the way it works!" the Doctor said, before looking over at Mickey, "Mickey, tell her."

"12 hours, yeah?" Mickey asked, looking just as thoughtful as Rose had been.

The Doctor looked between them, bewildered, "Where're you going?"

"Well, I can do what I want!" he began moving back.

Rose started walking backwards from the bench, "I've got the address and everything."

The Doctor looked between them frantically, "Stay where you are, both of you! Rose, come back here! Mickey, come back here right now!"

"I just wanna see him."

"Yeah, I've got things to see and all," Mickey agreed.

"Like WHAT?" the Doctor turned on him.

"Well, you don't know anything about me, do ya?" Mickey countered, getting angry, "It's always about Rose. I'm just a spare part."

"I'm sorry," Rose called, walking away, "I've gotta go."

The Doctor looked between Rose and Mickey, both of them walking away from him, unsure which way to go.

"Go on then," Mickey gestured to Rose, "No choice, is there? You can only chase after one of us, and it's never gonna be me, is it?"

The Professor stepped forward, "Go with Rose," she told the Doctor, "I'll stay with Mickey."

"Professor…" he began, not wanting them all to split up.

"I…" she swallowed hard, "I'd rather stay with Mickey."

Mickey stopped walking at that and stared at her, shocked by what she'd said. Rose stopped walking backwards and just turned to leave, not having noticed the exchange behind her.

"You…what?" the Doctor breathed, staring at the Professor, hurt.

She looked down, "He's been very kind to me."

The Doctor blinked and slowly nodded, hearing the hidden meaning beneath her words. He'd seen the way Rose treated her, the biting remarks she sometimes made at the girl. She tried to hide it, to keep it under control whenever he was around, but she never quite managed it all the time. Little things slipped through, the looks she shot the Professor, the scoffs under her breath. He knew it affected the Professor as well. She often stayed nearer to Mickey when Rose was around, trying to make herself scarce or keeping her distance. He didn't like it one bit, but he didn't want to take sides between the two of them…

"Meet back here in 12 hours," he told her softly.

She nodded in understanding as he turned and ran after Rose, disappearing around the corner.

"You picked me over him?" Mickey shook his head, stunned, when she turned to face him.

"I picked you over Rose," she corrected lightly. He just smiled and shook his head, holding out an arm for her to take before leading her away.

~8~

Mickey and the Professor walked alongside a Cybus Industries factory, the military barring the road up ahead.

"Are we alright to get past?" Mickey asked as they came to the block.

"Yeah," the soldier replied, "No bother. Curfew doesn't start 'til ten."

"There's a curfew?" the Professor asked.

"Course there is. Where've you been living? Up there with the toffs?" he looked up at the zeppelins in the sky.

"I wish," Mickey laughed as they walked past the block, "See ya!"

One of the soldiers lifted the barrier, allowing them through.

~8~

Rose and the Doctor walked along the streets, Rose filling the Doctor in on where exactly Mickey had gone off to.

"Mickey's mum just couldn't cope," she explained, "His dad hung around for a while, but then he just sort of wandered off. He was brought up by his Gran," she smiled, "She was such a great woman. God, she used to slap him!"

The Doctor mumbled, "That's sort of how it was for the Professor."

"Oh?" Rose asked tensely.

He nodded, "Her mum was one of the top scientific researchers on Gallifrey, was always off for work, usually left her with her…father," his jaw clenched at that last word, though Rose seemed not to notice.

Instead, she cleared her throat, getting back to HER story, "And then she died. She tripped and fell down the stairs. It's about five years ago, now. I was still in school."

"I never knew," the Doctor commented, knowing that was Rose's way of getting off the topic of the Professor.

"Well, you never asked."

"You never said!"

"That's Mickey. I s'pose I… _we_  just...take him for granted. Do you think she's still alive, his Gran?"

"Could be. Like I said, parallel world, gingerbread house. We need to get out of here as fast as we can."

There was a short alarm sound and everyone around them suddenly froze. The Doctor and Rose looked around, very confused.

"What're they all doing?" Rose frowned.

"They've stopped…" the Doctor commented, looking around, "Look at that!" he walked over to a man, waving a hand in front of his face before peering around him at Rose, "Reminds me of this time the Professor and I went exploring in the caves of the Mountain of Solace, came face to face with these enormous rat-like creatures. They could only see through movement so we had to be very still…kind of like this…"

"I think this is quite a bit different," Rose ground out.

The Doctor flinched at her tone before turning his attention back to the man before him, squinting at his earpiece, looking around to see everyone wearing the flashing, beeping pieces, "It's the earpieces...like Bluetooth attachments, but everyone's connected together."

Rose's phone beeped and she pulled it out of her pocket, "It's on my phone. It's automatic, look. It's downloading. Is this what they're all getting?" the Doctor peered over her shoulder and put his specs on, watching as Rose scrolled through the daily updates, "News...international news...sports...weather..."

"They get it direct. Downloaded right into their heads."

"TV schedules...lottery numbers..."

"Everyone shares the same information. Daily download published by Cybus Industries."

The download scrolled down to 'Joke' and everyone around them chuckled before going about their business as though nothing had happened.

"You lot, you're obsessed," the Doctor said, a small amount of disgust in his voice, "You'd do anything for the latest upgrade."

"Oi...not my lot," Rose argued, "Different world, remember..."

"It's not SO far off your world. This place is only parallel," he pressed a few buttons on the phone, holding it out for her, "Oh, look at that. Cybus Industries owns just about every company in Britain, including Vitex. Mr. Pete Tyler's VERY well connected."

Rose said nothing, but hung off his arm, smiling innocently up at him, eyeing him hopefully.

He sighed, "Oh, okay. I give up," he tossed her phone back to her, "Let's go and see him."

~8~

Mickey led the Professor around a corner to a rundown looking part of town. He crossed the street, his pace slowing slightly as they approached one of the doors.

"It'll be alright," the Professor reassured him. He'd told her all about the person they were going to meet.

He looked at her before taking a breath and rushing over to the door, knocking three times before he lost his nerve.

"Who's that there?" an older woman called out from inside. The door opened to reveal Mickey's blind grandmother standing there, "Who is it? I know you're there. Shame on you, tricking an old lady. I've got nothing worth stealing," she started brandishing her cane, "And don't think I'm gonna disappear! You're NOT gonna take ME."

Mickey could only stare at her, overcome with emotion. The Professor reached out and squeezed his arm.

"Hi," he breathed.

The woman stopped in her tracks, "Is that you?" she asked, hushed.

"It's me. I came home."

She reached out, touching his face, "Ricky?"

"It's Mickey," he automatically corrected.

"I know my own grandson's name. It's Ricky. Now, come here!" she pulled him into a hug.

"Okay, I'm Ricky," he breathed, just so happy to have her back, he'd be anyone for her, "Of course I am. Ricky, that's me," she suddenly pushed him away and whacked him on the shoulder, "Ow!"

"You stupid boy," she smacked him repeatedly, "Where've you been?"

"Ow! Stop hitting me!"

Of course she didn't.

"It's been days and days! I keep hearing all these stories. People disappearing off the streets. There's nothing of it on the download," she tapped her earpiece, "But there're all these rumors, and…and whispers. I thought that God had disappeared you!"

Mickey looked behind her, noticing the torn carpet on the stair, "That carpet on the stairs," he cut in, his voice trembling, "I told you to get it fixed, you're gonna…" he squeezed his eyes shut, "Fall and break your neck."

"Well, you get it fixed for me."

"I should' a done way back," he admitted, guilt seizing him, "I guess I'm just kinda useless."

"Now, I never said that…"

"I am, though."

"Don't you ever say that again," the Professor cut in, seeing him getting upset, "Or else  _I_  might smack you one."

"Who's that?" his grandmother asked, her head jerking in the Professor's direction.

"Oh uh," Mickey quickly wiped his eyes, "This is my friend, the Professor."

"Professor of what?"

"Oh…" the Professor frowned, never really having been asked that before, "Lots of things I suppose."

"A smart one you are then?" she smiled approvingly as she turned back to Mickey, "I like this one much more than your other friends. How would you both like a nice sit down and a cuppa tea. You got time?"

"For you, I've got all the time in the world," Mickey grinned.

His grandmother laughed, "You say that, but it's all talk. It's those other friends of yours. I don't trust them."

"What friends are they?"

"Don't pretend you don't know. You've been seeing them. Mrs. Chan told me. Driving about all helter-skelter, in that van."

"What van's that, then?"

"You know full well! Don't play games with me. Get inside!"

Mickey took a step towards the house when both he and the Professor felt themselves being pulled backwards, "I've been looking for you everywhere!" a man shouted, shoving them inside the van which took off, leaving Mickey's poor grandmother calling after them.

Mickey looked over as soon as he was sitting to see a man with blond spiked hair across from him, "Ricky, you were the one who told  _us_  you don't contact your family 'cos it puts them in danger!"

"Yeah," Mickey nodded, confused, "Ricky said that. Course I did, just testing."

"Who the hell is she?" the man looked over at the Professor.

"Umm…" he swallowed, looking around quickly before throwing out some sort of guess he hoped would be believable, "A new recruit?"

The man just nodded, apparently that was good enough for him, "I saw them. I taped them! They went round Black Friars gathering up the homeless like a child-catcher. They must've took four dozen."

"The vans were hired out to a company called 'International Electromatics,'" a blond woman from the front, the driver, called, "But I did a protocol search...turns out that's a dummy company established by guess who?"

"I dunno, who?" Mickey asked.

"Cybus Industries!" both the man and woman said. Mickey and the Professor nodded, going along with it.

"And now we've got evidence!" the man called over to the driver.

"Bad news is, they've arrested Thin Jimmy," the woman called back, directing her words to Mickey, "So that just leaves you."

"Leaves me what?" he frowned.

The man grinned broadly, "The Number One. Top of the list. London's Most Wanted."

"Okay, cool," Mickey nodded slowly before it sunk in, "Say that again?"

~8~

The van pulled up to an abandoned building, the man, Jake, hopping out first and looking up, "There's a light on. There's someone inside the base," Mickey hopped out, followed by the Professor, "Mrs. Moore, we've got visitors."

The four of them snuck down the side of the house like spies, Jake and Mrs. Moore with guns ready, till they came to crouch before the front door.

"One...two...three...go!" Jake counted before shoving the door open. They burst into the room, Mrs. Moore and Jake pointing their guns, only to see another Ricky standing there.

"What the hell are you doing?" Ricky demanded.

Mrs. Moore and Jake looked from him to Mickey, bewildered as Jake turned back to Ricky, "What're you doing there?"

Ricky advanced slowly, "What am I doing HERE?" he stared at Mickey, his brow furrowing, "What am I doing THERE?" he pointed a finger at Mickey. Mrs. Moore and Jake immediately spun around and turned their guns on him.

~8~

The Doctor and Rose crouched down outside the mansion that apparently belonged to the Tylers, watching as expensive car after expensive car pulled up.

"They've got visitors," the Doctor commented.

"February the first, mum's birthday," Rose reasoned, "Even in a parallel Universe, she still loves a party."

"Well, given Pete Tyler's guest list, I wouldn't mind a look and there is one guaranteed way of getting inside," he waved the psychic paper around.

"Psychic paper!"

"Who do you wanna be?"

~8~

Rose and the Doctor stepped through the door that led from the kitchen into the drawing room. Both were dressed as waiters. A woman took some nibbles from Rose's tray before moving on, past the Doctor holding a tray of champagne.

"We could've been anyone," Rose muttered under her breath.

"Got us in, didn't it?" he grinned.

"You're in charge of the psychic paper! We could've been guests. Celebrities. Sir Doctor, Dame Rose. We end up serving. I had enough of this back home."

They both smiled politely as various people took the champagne and cocktail sticks from their trays.

"If you wanna know what's going on, work in the kitchens," the Doctor reasoned, before laughing slightly.

"What?" Rose glanced at him.

"It's just…" he trailed off, smiling in thought, "One time I insisted that the Professor and I sneak into this party. Some ambassador back from a visit to another galaxy…" he shook his head, recalling the memory, "The Professor kept saying we should have used the front door, but I thought we could sneak in round the back. We got caught."

"What happened?" Rose asked, not very pleased to hear about yet another exploit of the Professor and the Doctor, but curious to hear something from his past.

"I thought we were gonna be escorted out by guards, our families alerted, especially when we were taken to the ambassador," he laughed, "Found out later it was her great uncle. We really could have used the front door. Gotta say, that was one of the better parties I've been to."

"What about this one?" Rose asked, looking around as they retreated to the side of the room to watch the people mingling, "How's it rate?"

He shrugged, "According to Lucy, that man over there…"

"Who's Lucy?"

"She's carrying the salmon pinwheels," the Doctor nodded over to the woman.

"Oh, that's Lucy, is it?" Rose eyed her.

"Yeah! Lucy says, that is the President of Great Britain. Gotta say something about a party eh?"

"What, there's a President, not a Prime Minister?"

"Seems so."

"Or maybe Lucy's just a bit thick," Rose remarked, clearly thinking Lucy wasn't exactly bright.

"Excuse me!" someone called from another room, someone sounding very much like Pete, "Thank you very much. Thank you, if I could just have your attention, please?"

"Pete!" someone in the crowd shouted, "Go on, Pete!"

"Thank you very much!" he laughed.

"It's about time you did some work! I thought you liked them young!"

Rose followed the voice of her father down a hallway to the bottom of a set of large stairs, the Doctor following. Pete was standing in the middle of them, "Um, I'd just like to say, er, thank you to you all, for coming on this er, this very special occasion. My wife's...39th..." the crowd chucked, "Trust me on this…" he added, giving his trademark thumbs up, earning a bigger laugh, "So, without any further ado, here she is. The birthday girl...my lovely wife...Jackie Tyler."

Rose strained for a look while the Doctor glanced at her, worried. An elegantly done up Jackie descended the staircase, smiling at the crowd as it applauded and cheered for her, taking pictures. Rose stared as Jackie came to stand next to Pete.

"Now, I'm not giving a speech, that's what my parties are famous for, no work, no politics, just a few good mates and plenty of black-market whisky," the crowd laughed, "Pardon me, Mr. President!" she added jokingly at the black man who smiled back at her, "So, yeah! Get on with it, enjoy, enjoy."

There were more cheers as Pete took Jackie's hand and they descended the rest of the stairs to mingle with their guests.

"You can't stay," the Doctor said quietly to Rose, "Even if there was some way of telling them."

"Course I can't," Rose nodded, "I've still got my mum at home, my real mum. I couldn't just leave her, could I? It's just...they've got each other. Mum's got no one."

"She's got you! Those two haven't!" he sighed, "All these different worlds, not one of them gets it right."

"Rose!" Jackie called suddenly, followed by a series of barks and yelps, "There's my little girl!" they watched as a small dog pattered over to Jackie who picked her up, "Come to mummy, come to mummy! Yes, good girl! Good girl, aren't you?"

Rose's mouth dropped open as she stared at the dog that had replaced her in this life. The Doctor took one look at her face before bursting out with laughter. She gave him a withering look.

"Not you," he said quickly, "Not laughing at you."

"Oh aren't you?"

"One of my old mates, the Corsair, found this abandoned vanticore once, vicious little thing it was, tried to take a bite out of everyone, and named it after the Professor," he laughed heartily at that, "Oh, she was so cross with him, she actually…"

"Can we NOT talk about your beloved Professor?" she snapped, "You've been going on about her ever since we split up!"

He sobered rather quickly, "Sorry," he apologized, allowing silence to hang for a moment, "Look Rose…" he took a breath, "I really am sorry to keep bringing her up, but you need to understand. She was, and still is, my very best friend, and I thought I  _lost_  her. I thought she  _died_  with the rest of my people," his voice cracked so he cleared his throat, "To finally have her back…you can't expect me to not be reminded of the times we had together. I can't just look at her and pretend she's been here the whole time."

Rose looked away, her face tense, still not quite happy.

"Do you remember, when we went to see your father, on the day he died?" he asked her, "You didn't stop telling me all those stories your mum told you about him and I didn't say anything about it, because I knew how much you missed him," she looked at him sharply for having brought that misadventure up, "Even now, you've found him alive in this world and all you wanted to do was see him and be with him again yeah?" she nodded slowly, "That's how it is with the Professor."

Rose swallowed hard and nodded, understanding, albeit reluctantly. He nodded as well and they both went back to watching the guests.

~8~

"Are you alright Mickey?" the Professor called out.

She and Mickey had both been tied to chairs by Jake, Mrs. Moore, and Ricky. She was blindfolded though.

As soon as the guns had been pointed on Mickey her training from the war had kicked in automatically and she'd disarmed both humans before Mickey could even blink. Ricky had rushed forward though and grabbed her when she'd kicked the guns away, pulled her over to a chair where Mrs. Moore had tied her up while Jake held Mickey back from trying to stop her. They'd tied a cloth around her eyes, thinking her too dangerous. She'd heard Mickey grunt a few times and struggle as he too was tied to his own chair but she wasn't sure he was ok.

"Fine," Mickey called, his voice cracking a bit, thankful she was blindfolded and couldn't see him sitting there in his boxers while Jake scanned him with some sort of device that read out on the laptop before Mrs. Moore.

"He's clean," Jake turned to Ricky, "No bugs."

"But this is off the scale," Ricky commented, eyeing Mickey, "He's flesh and blood, how did that happen?"

"Well, it could be that Cybus Industries have perfected the science of human cloning..." Mrs. Moore suggested, "Or your father had a bike?"

Ricky glared at Mickey, circling him, "Your name is Mickey, not Ricky?"

"Mickey," he nodded, "Dad was Jackson Smith. Used to work at the key cutters in Cliffton's Parade. Went to Spain, never came back."

Ricky bent forward to get a better look, "But that's MY dad. So...we're brothers?"

"Be fair," Jake commented, "What else could it be?"

Ricky stared at Mickey, his brow furrowed, "I don't know. But he doesn't just look like me, he is exactly the same. There's something else going on here, Jake."

"So, who are you lot?" Mickey asked.

Rickey straightened and resumed circling the chair again, "We…we are the Preachers. As in Gospel Truth. You see?"

"Not really," the Professor commented snarkily as Ricky gestured to his ear. He looked over at her before nodding at Mrs. Moore who reached over and pulled the blindfold off the girl's head.

"No ear plugs," he continued, "While the rest of the world downloads from Cybus Industries, we…WE have got freedom. You're talking to London's Most Wanted. But target Number One is Lumic, and we ARE going to bring him down."

"From your kitchen?" Mickey asked.

Jake smirked as Ricky glared, ""Have you got a problem with that?"

"No, it's a good kitchen."

"The Doctor and I once saved a planet from the crawlspace under a house during a field trip," the Professor commented with a shrug, a kitchen base could do wonders.

Before anyone in the room could respond to that, the laptop before Mrs. Moore beeped.

"It's an upload from Gemini," she called.

"Who is Gemini?" Mickey asked.

"The vans are back," she read, ignoring Mickey, "They're moving out of Battersea. Looks like Gemini was right. Lumic's finally making a move."

"And we are right behind him," Ricky nodded, motioning for Jake to release Mickey and the Professor, he wasn't about to leave them in their base to snoop or go running off to the authorities, "Pack up, we're leaving."

~8~

The Preachers hid out in the shadows of a building, waiting for the huge lorry from Cybus Industries to drive past before following. Ricky drove, leaving Jake and Mrs. Moore in the back, preparing and loading their guns.

The Professor squirmed which Mickey noticed, seeing her eyeing the guns, probably not too comfortable with the weapons after everything she'd been through, "Can't go without them things?" Mickey asked, eyeing them as well.

The Professor gave him a small smile for his effort, but it wasn't that she wasn't comfortable with the weapons that was bothering her…it was the fact that she  _was_. It was the fact that she  _wanted_  to reach out and take one of the guns, ready it for herself, arm herself…a reaction she was trying to suppress. She didn't like the fact that she wanted to use a gun, especially after the hell of the war she'd just lived through.

"We don't know what we're up against," Jake replied, "Gotta be prepared."

Mrs. Moore nodded, "Lumic's computers are near impossible to crack. And believe me I've tried."

Mickey nodded before glancing at the Professor, "The Doctor said you were some kinda genius right?" he asked her, "Could you crack it?"

The Professor looked up, between the three people now looking at her, one curious, the other two shocked but hopeful.

"I might…" she admitted.

Mrs. Moore turned to her side, lifting her laptop up and passing it to her.

The Professor looked at the object now resting on her lap with trepidation. Mickey blinked, seeing her jaw tense as she bit her lip. She started blinking quickly and looked as though she were about to cry.

"Hey," he leaned forward, putting a hand on her arm, she looked up at him, "That computer so much as shocks you and I'll tear it apart."

She smiled a little at his promise before swallowing hard and starting to type, trying to ignore the shaking of her hands as she did so.

~8~

Back in the Tyler's mansion, the Doctor walked down a corridor, pausing before stepping back to peer inside an open door. He could see a laptop sitting open on the desk inside. He glanced back behind him, making sure the coast was clear before sneaking into the room, shutting the door behind him. He pulled on his specs and looked at the screen, seeing an encryption meant to keep it private. He couldn't help but smile as he recalled the various encryptions he and the Professor sent each other during their time at the Academy. They would put down messages and then put layer upon layer of codes on top of it, challenging each other to break through. This would be a piece of cake after some of the things the Professor had come up with.

~8~

The Preachers had pulled up to a rather fancy mansion a few minutes ago, Jake and Ricky heading out to try and get a closer look while Mickey, Mrs. Moore, and the Professor sat in the truck. Mrs. Moore was now in the driver's seat while the Professor sat shotgun, the laptop open in her lap, Mickey with his head sticking out between the seats to talk to both of them.

"I've identified the address," Mrs. Moore informed them, "It belongs to Peter Tyler. The Vitex millionaire."

"Pete Tyler?" Mickey looked at her, startled.

"He's listed as one of Lumic's henchmen. A traitor to the state."

"But...but...we've gotta get in there!"

"Oh my god," the Professor breathed.

Mickey and Mrs. Moore looked over to see the girl staring at the laptop with her mouth dropped open, eyes wide in shock and fear.

"What?" Mickey asked, "What is it?"

She just shook her head before jumping out of her seat and pushing her way to the back of the truck, tearing the supplies apart.

~8~

The Doctor frowned as he watched a promotion on some sort of invention for a Mr. Lumic.

"The most precious thing on this Earth is the human brain..." Lumic narrated as the presentation continued, displaying the brain, "This is the ultimate upgrade. Our greatest step into cyberspace."

The Doctor's expression grew more horrified as he watched the brain placed into a metallic body, "Cybers…" he breathed, dashing out of the room.

~8~

"But I don't understand," Mickey shook his head, watching as the Professor frantically started crossing wires on a small device she'd scrapped together, "What is it?"

"Cybermen," she replied.

"Cybermen?" Mrs. Moore repeated with a frown.

"What are Cybermen?" Mickey asked.

The Professor closed her eyes, "Human beings without their humanity," she breathed, before opening her eyes and continuing on her project, "It's a human brain encased in a body of metal…completely emotionless...completely merciless. They will kill anyone who doesn't 'upgrade.'"

"We need to warn Ricky and Jake," Mrs. Moore gasped, horrified at what Lumic was truly doing.

"Got it," Mickey jumping out of the van, "You two stay here!" he called back, running off into the night.

~8~

The Doctor pushed his way through the crowd and over to Rose's side, both of them staring out the window as metallic figures approached the house.

"It's happening again," the Doctor breathed.

"What do you mean?" Rose looked at him.

"I've seen them before."

"What are they?"

"Cybermen."

Suddenly several of the Cybermen smashed through the windows, gaining entry into the house. The guests screamed and began to cower as the Cybermen stepped through the windows, pushing everyone into the center of the room.

The President's communication device beeped, "Mr. Lumic," the President greeted distastefully.

"Mr. President," Lumic wheezed, "I suppose a remark about crashing the party would be appropriate at this point?" he laughed evilly.

"I forbade this!"

"These are my children, sir. Would you deny my family?"

"What are they?" Rose whispered to the Doctor, "Robots?"

"Worse than that," he replied.

"Who were these people?" the President demanded.

"Doesn't matter," Lumic waved him off.

"They're people?" Rose gasped, horrified.

"They were," the Doctor agreed, "Until they had all their humanity taken away. It's a living brain jammed inside a cybernetic body. With a heart of steel. All emotions removed."

"Why no emotions?"

"...because it hurts."

"I demand to know, Lumic, these people, who were they?" the President demanded, his voice growing louder in anger.

"They were homeless, wretched and useless until I saved them," Lumic chuckled, "And elevated them. And gave them life eternal. And now, I leave you in their capable hands. Goodnight, sir. Goodnight, Mr. President."

As Lumic disconnected one of the Cybermen squared itself before the crowd, "We have been upgraded."

"Into what?" the Doctor called.

"The next level of mankind. We are Human-Point-Two. Every citizen will receive a free upgrade. You will become like us."

"I'm sorry," the President turned and approached the Cyberman, "I'm so sorry for what's been done to you," he turned and walked around, "But listen to me, this experiment ends. Tonight."

"Upgrading is compulsory."

"And if I refuse?"

"Don't," the Doctor warned as Rose glanced at him.

"What if I refuse?"

"I'm telling you, don't," the Doctor stepped forward.

The President just ignored him, "What happens if I refuse?"

"Then you are not compatible," the Cyberman said.

"What happens then?"

"You will be deleted," the Cyberman reached out and grasped the President, whose eyes widened in shock, by the neck. A moment later the crowd screamed as the President was electrocuted before them.

The crowd scattered, running, trying to get away. Some were lucky, others found themselves electrocuted as well. The room exploded in chaos as the Doctor grabbed Rose's hand and pulled her outside through one of the broken windows.

"There's nothing we can do!" the Doctor shouted, pulling Rose along.

She broke out of his grasp, trying to get back inside, "My mum's in there!"

The Doctor just pulled her back, "She's not your mother! Come on!"

They ran up a slope only to see a row of Cybermen approaching. They quickly spun and ran around the side of the house just as Pete leapt out the window.

"Quick!" Rose shouted, spotting him, "Quick!"

Pete ran after them, following them around to the front of the house, "Pete, is there no way out?" the Doctor called, looking around.

"The side gates!" Pete led them in that direction, "Who are you? How do you know so much?"

"You wouldn't believe it in a million years…" he began only to skid to a halt when another row of Cybermen approached. They twisted and ran towards the back of the house, seeing two figures running towards them against bright lights, holding guns.

"Who's that?" Rose shouted.

"Get behind me!" Ricky shouted as he and Jake fell to a kneel. The Doctor, Rose, and Pete ran behind them as they fired at the Cybermen who stopped marching. Rose quickly ran to Ricky, fussing with his coat.

"Oh my God," she breathed, relieved, "Look at you..." she pulled him into a tight hug, much to his bewilderment, "I thought I'd never see you again!"

Ricky pulled away, staring at her oddly, "Yeah, no offence, sweetheart, but who the hell are you?"

Just then Mickey sprinted down the lawn towards them, "Rose! Doctor!" he stopped when he reached them, "That's not me. That's like...the other one."

Rose looked between the two of them in shock.

"Oh, as if things weren't bad enough, there's two Mickeys!" the Doctor grumbled.

"It's Ricky," Ricky corrected.

"But there's more of them..." Mickey cut in, nodding at the Cybers.

They looked around in fear as the Cybermen surrounded them.

"We're surrounded..." Rose breathed.

Ricky raised his gun when the Doctor turned on him, "Put the guns down. Bullets won't stop them…" Jake, though, ignored him, firing rapidly. The Doctor pushed the gun aside angrily, "No! Stop shooting, now! Bullets won't…" he stopped suddenly and spun to Mickey, "Where's the Professor?"

"She's in the truck," Mickey said, "Told her to stay there."

"She's alright?"

"She freaked when we found out it was Cybers…why?"

The Doctor ran a hand through his hair, "She destroyed them the last time they attacked Gallifrey."

"How?" Ricky stepped up, that information would have been useful.

"I don't know! She never said. She nearly went on trial for treason when she wouldn't tell the Time Lords how, said she didn't want to give them the tool to wipe anything that crossed them off the map."

"Didn't she tell you though?" Mickey asked.

He shook his head, "Not even me."

"Great," Rose said sarcastically.

The Doctor just turned to the Cybers, "We surrender! Hands up..." he told them, raising his hands, getting them to do the same, "...there's no need to damage us, we're good stock. We volunteer for the upgrade program. Take us to be processed."

"You are rogue elements," a Cyberman replied.

"But we surrender."

"You are incompatible."

"But this is a surrender!"

"You will be deleted."

"But we're surrendering! Listen to me, we surrender!"

"You are inferior. Man will be reborn as Cybermen but you will perish under maximum deletion."

The Cyberman raised its arm, reaching out towards the Doctor as did the others, all chanting, "Delete! Delete! Delete!"

To be continued…

* * *

**Notes for the Chapter:**

> I always thought it was odd that it was supposed to take 24 hours to charge up the cell but they left that night, so I altered that little detail to fit a bit more, 12 hours.
> 
> Also, I know that in the last chapters the Professor has figured some things out and helped the Doctor build K9 Mark IV and that she must have been thinking hard to create the schematics for the new and improved robot so her being so unwilling to want to think here might be confusing. However, I meant the first chapter to be more of a 'she's still settling into her body' sort of thing. In the last few (and future) chapters it's more that when she's consciously aware she's thinking/figuring something out or expected to think/figure something out, she freezes up. Like when you tap your fingers without realizing it but as soon as someone points it out you can't help but notice every time you do it and try to stop/keep yourself from doing it...almost. Hope that didn't confuse you :)


	4. Age of Steel

"Delete!" the Cybermen chanted, "Delete! Delete!"

Just as a Cyberman was about to touch the Doctor a massive burst of electricity fell over the group. The non-Cybers ducked down, watching as the Cybermen were all electrocuted, falling down, deactivated.

They all looked behind them to see the Professor standing there, shaking horribly, holding a device out in her hand, the end sparking with the electricity that had just incapacitated all the metallic men.

The Doctor quickly ran to her side as she swayed, grabbing her to steady her, knowing that seeing one of their greatest enemies returned must have shaken her terribly.

"It's alright," he breathed, rubbing her back as she took a few deep breaths, the humans starting to get up out of their own shock.

"I used the lightning from the storms on Gallifrey to destroy them last time," she told him quietly, "The electricity of our planet was enough to fry their circuits permanently."

"Why tell me this?" he frowned, looking at her. She had absolutely refused to tell him when there had been talk of her trial on Gallifrey. It had been one of the few things they had fought terribly about.

"If there is one person in the Universe that I trust with the information, it's you."

"But you didn't tell me before…"

"The Time Lords could have forcibly taken it from you, extracted it right from your mind. I didn't want to make you a target."

He blinked, he had never considered that.

Part of the training for Academics involved being able to shield their minds. They were a rather secretive bunch, and with good reason. If any of their plans or experiments were discovered by others with ill intent it could have been disastrous. They were taught early on to block their thoughts from all others on the planet, overriding the natural mental bond their people shared, erecting strong mental shields around their minds. She would have been safe if the Time Lords tried to get that information right from her mind, he would not.

"What the hell was that?" Ricky shouted, pulling the Doctor from his thoughts as he ran over to them.

"Well how 'bout instead, RUN!" the Doctor shouted, seeing more Cybers approaching in the distance.

They turned and ran just as Mrs. Moore drove past them in the van, tooting the horn, "Everybody in!"

Pete tried to run back to the house. The Doctor handed the Professor over to Mickey with a nod before running to grab the man and pull him back.

"I've gotta go back, my wife's in there!" he cried.

"Anyone inside that house is dead," the Doctor told him, "If you wanna help, then don't let her die for nothing. You've gotta come with us right now."

Pete nodded, understanding, as the two hurried back into the van.

"Come on, get a move on!" Mrs. Moore called.

The Doctor turned to see Rose still staring at the house and grabbed her arm, "Rose, she's not your mother."

"I know…" she said quietly.

"Come on," he pulled her towards the van, jumping in.

"Finished chatting?" Mrs. Moore asked, aggravated, "Never seen a slower getaway in my life!"

She revved the engine and they sped off as Cybermen marched forwards.

A few moments after everyone had calmed Ricky turned to face them all, crowded in the back, through the grille as he and Jake sat up front with Mrs. Moore. He glared at the Professor, eyeing the device in her hand.

"What was that thing?" he demanded.

"Little bit of tech," the Professor breathed, slowly calming down from the sight of the Cybers.

Mickey looked over, seeing the Doctor holding the power cell in his hands. He had been about to use it on the Cybermen when the Professor had shown up, "It's stopped glowing," Mickey commented, seeing the cell no longer pulsing, "Has it run out?"

The Doctor quickly put it in his pocket, the last thing they needed was for Ricky and his gang to see the alien tech, "It's on a revitalizing loop," he said quietly, "The final phase. It'll be finished charging in about four hours."

"It's run out?" Jake called, looking back at them through the grilling.

The Doctor and Mickey exchanged concerned glances when the Professor held up her device, "It'll take about a half hour to recharge."

The Doctor let out a breath of relief when Jake nodded, realizing he had mistaken Mickey's words for the Professors device.

"Right," Ricky grimaced, "So, we don't have a weapon anymore."

"Yeah, we've got weapons," Jake cut in, "Might not be one of those metal things, but they're good enough for men like him," he nodded at Pete.

"Leave him alone!" Rose said shrilly, "What's he done wrong?"

"Oh, you know, just laid a trap that's wiped out the Government. And left Lumic in charge."

"If I was part of all that, do you think I'd leave my wife inside?" Pete countered.

"Maybe your plan went wrong," Ricky shrugged, "Still gives us the right to execute you, though."

"Talk about executions, you'll make ME your enemy," the Doctor leaned forward, "And take some really good advice, you don't wanna do that."

"And me," the Professor added, looking back at Ricky and Jake as well, "And let me remind you…" she held up the device, "I made this thing in 5 minutes to take down Cybermen, imagine what I can do in less for humans?"

Ricky and Jake actually seemed to lean back a bit at that.

The Professor nodded and looked down, only to see that the Doctor had taken her hand. She squeezed it lightly before pulling her hand away, glancing up to see that Rose hadn't seemed to notice for once, she was having trouble not looking at her father.

"All the same..." Ricky remarked, drawing everyone's attention again, "We have evidence that says Pete Tyler's been working for Lumic since 20.5."

Rose turned to Pete, taken aback, "Is that true?"

Pete just looked uncomfortable.

"Tell 'em, Mrs. M," Ricky glanced at the blond woman driving the van.

"We've got a government mole who feeds us information," she called back to them, "Lumic's private files, his South American operations...the lot. Secret broadcasts twice a week."

"Broadcast from Gemini?" Pete asked.

"And how do you know that?" Ricky turned to Pete.

"I'm Gemini. That's ME."

"Yeah, well you would say that…"

"Encrypted wavelength six-five-seven using binary nine," Pete remarked as Ricky and Jake glanced at each other, that was right, "That's the only reason I was working for Lumic. To get information. I thought I was broadcasting to the Security Services, and what do I get? Scooby Doo and his gang. They've even got the van!"

"No, no, no!" Mickey cut in, confused, "But the Preachers know what they're doing. Ricky said he's London's Most Wanted!"

"Yeah, that's not exactly..." Ricky trailed.

"Not exactly what?" Mickey looked over at him.

"I'm London's Most Wanted for...parking tickets," he admitted sheepishly. The Doctor and Professor smiled at that while Rose just raised her eyebrows.

"Great," Pete scoffed.

"They were deliberate! I was fighting the system! Park anywhere, that's me."

"Good policy," the Professor commented, nodding at the Doctor, "He does the same."

"I'm the Doctor, by the way," the Doctor introduced, "This is the Professor."

"And I'm Rose," Rose added, just a bit put off that the Doctor didn't introduce her as well but tried to cover it with a cheerful, "Hello!"

"Even better," Pete scoffed again, "That's the name of my dog. Still, at least I've got the catering staff on my side."

Rose looked over at him before speaking quietly, "I knew you weren't a traitor."

"Why's that, then?" he asked.

Rose glanced at the Doctor who was watching her intently, "I just did."

"They took my wife…"

"She might still be alive."

"That's even worse. 'Cos that's what Lumic does. He takes the living...and he turns them into those machines."

"Cybermen," both the Doctor and Professor corrected. Every one looked at them.

"They're called Cybermen," the Professor repeated.

"And I'd take those ear pods off, if I were you," the Doctor added, nodding at Pete who obliged quickly and handed them over to the Doctor, "You never know...Lumic could be listening," he quickly pulled out his sonic and disabled them, "But he's overreached himself. He's still just a businessman. He's assassinated the President. All we need to do is get to the City and inform the authorities. Because I promise you, this ends tonight."

~8~

The Preachers along with the Doctor, the Professor, Rose, Mickey, and Pete walked along the streets of London, watching in horror as all the people dazedly marched in the same direction.

"What the hell..." Jake breathed.

"What's going on?" Rose asked.

"It's the ear pods," the Doctor remarked, eyeing the people, "Lumic's taking control."

"Can't we just...I dunno, take them off?"

Rose reached up to one man about to take his ear pods out when the Professor reacted, reaching over and grabbing her arm, "Don't!" Rose turned to glare at the woman, snatching her arm away, "It'll cause a brainstorm."

Rose looked at the Doctor for confirmation and he nodded.

"Human race," he shook his head as he looked around, "For such an intelligent lot, you aren't half susceptible. Give anyone a chance to take control and you submit. Sometimes I think you like it. Easy life."

"Hey!" Jake called. They looked over to see him and Ricky peering around the corner, crouching down, "Come and see."

They quickly jogged over to the two men and looked around the corner, there was a row of Cybermen marching alongside another group of people, even those men and women were headed in the same direction as the rest.

"Where are they all going?" Rose wondered.

"I don't know," the Doctor said quietly, "Lumic must have a base of operation."

"Battersea," Pete spoke suddenly, "That's where he was building his prototypes."

"Why's he doing it?" Rose frowned.

"He's dying. This all started out as a way to live by keeping the brain alive. At any cost."

Rose turned to the Doctor, "The thing is, I've seen Cybermen before, haven't I? That head, those handle shapes in Van Statten's museum."

"A museum?" the Professor turned to the Doctor as well.

"Ah, yeah," he nodded at the Professor, silently promising to tell her later, before he turned to Rose, "There are Cybermen in  _our_ Universe. They started on an ordinary world just like this, then swarmed across the galaxy. This lot are a parallel version, and they're starting from scratch right here on Earth."

"What the hell are you two on about?" Pete shook his head at them.

"Never mind that," Ricky cut in, "Come on, we need to get out of the City," they looked over to see the Cybermen fast approaching their location from down the street, "Okay, split up. Mrs. Moore, you look after  _that_ bloke," he pointed at Pete, "Jake, distract them, go right, I'll go left, we'll meet back at Bridge Street. Move."

He and Jake dashed off when Mickey turned to Rose, "I'm going with him," he kissed her quickly, nodding to the Professor before he ran after Ricky.

"Come on, let's go!" Mrs. Moore called, leading them off as they ran, Cybermen marching towards them.

The Doctor reached out and grabbed the Professor's hand, entwining their fingers as he pulled her after them, not trusting her to herself just yet.

"There!" Mrs. Moore pointed and they ran down a side alley, the Cybers in pursuit. They quickly crouched down behind a pile of rubbish and dustbins as the Cybermen marched down the street towards them. Rose clutched Pete's hand as the Cybers came to a stop just before the bins.

The group looked over as the Professor moved, reaching inside the Doctor's jacket and pulling out the sonic. He watched her with a curious frown as she set it and handed it back. He looked down at it before looking up at her and mouthing 'Brilliant!' He switched it on, making it beep just once, and the Cybers quickly turned and continued marching. Rose stood up enough to peer over the top of the bins, watching them go before standing, letting go of Pete's hand. He glanced at her, a bit bewildered as to why she was behaving in such a way towards him, but shook it off as they all stood and looked warily in the direction the Cybermen were marching.

"Go," the Doctor whispered, leading them out from around the dustbins and back down the alleyway towards Bridge Street as Ricky had instructed. They'd only just gotten there when Jake ran over to them.

"I ran past the river," he called, "You should've seen it, the whole City's on the watch. Hundreds of Cybermen all down the Thames…" he trailed off, looking down the street where Mickey had suddenly appeared, running for them. He grinned, believing him to be Ricky, "Here he is!" Mickey didn't reply as he came to a halt before them, Jake's brow furrowed, "Which one are you?"

One didn't need to know Mickey long to know something was very wrong, "I'm sorry," he breathed, "The Cybermen. He couldn't…"

"Are you Ricky? ARE YOU RICKY?"

He didn't say.

"Mickey, that's you, isn't it?" Rose asked.

Mickey swallowed hard, "Yeah," Rose ran to him and threw her arms around him, hugging him as Jake remained silent, "He tried," Mickey turned to Jake, "He was running…" Jake turned away but Mickey stepped after him, "There was too many of them."

"Shut it," Jake managed to get out through the grief of loosing his best friend.

"There was nothing I could do…"

Jake spun around, "I said just SHUT IT _._ Don't even TALK about him. You're NOTHING _,_ you are…" Mickey stepped back, his eyes shining with tears, "Nothing."

"Don't you dare listen to him Mickey," the Professor stepped forward, putting an arm around Mickey's shoulder, "You are brilliant."

Mickey sniffled and nodded just a bit, though clearly not believing a word she said.

"We can mourn him when London is safe," the Doctor said calmly, he turned to the Professor, "I'm going to need your help," she took a breath and nodded. He nodded in return and looked at the group, "Now, we move on."

The group nodded miserably before heading off.

~8~

They walked up a slope overlooking the Thames to see Battersea on the opposite bank.

"The whole of London's been sealed off," the Doctor stated, "And the entire population's been taken inside that place. To be 'converted.'"

"We've gotta get in there and shut it down," Rose replied.

"How do we do that?" Mickey asked.

"Oh, I'll think of something," the Doctor said.

"You're just making this up as you go along!"

"Oh always," the Professor grinned a little bit.

"Well we can't all come up with plans at the drop of a hat like you," he countered.

She smirked, "That's just 'cos you can't think as fast as me."

He shook his head at her before sobering at the glare Rose was giving them to stop and get back to point. He cleared his throat, "Right…" he turned and led them back over to where Mrs. Moore had her laptop out and brought up a 3D model of the factory.

"That's a schematic of the old factory," she replied, "Look, cooling tunnels...underneath the plant...big enough to walk through…"

Everyone crowded around her, except Jake who stood a few feet away, not really listening.

"We go under there and up into the control center?" the Doctor asked, pointing at a tunnel.

"Hmm," Mrs. Moore nodded.

"There's another way in," Pete said, everyone looked at him, "Through the front door. If they've taken Jackie for upgrading, that's how she'll get in..."

Jake walked over to them, "We can't just go strolling up."

"Or, we could..." Mrs. Moore said, pulling out some ear pods from her bag, "With these..." the Doctor took one, tossing it to the Professor who shot him a less than pleased look before slowly examining them, "Fake ear pods. Dead. No signal. But put them on, the Cybermen would mistake you for one of the crowd."

The Doctor looked at the Professor who nodded, agreeing with the woman, and tossed the pod back at him.

"Then that's my job," Pete nodded.

"You'd have to show NO emotion," the Doctor warned him, "None at all. ANY sign of emotion would give you away."

Rose turned to Mrs. Moore, "How many of those have you got?"

"Just two sets," she replied.

"Okay, if that's the best way of finding Jackie...I'm coming with you," she got up and stood next to Pete.

"Why does she matter to YOU?" Pete eyed Rose curiously.

"We haven't got time," Rose waved him off before squaring herself as she faced the Doctor, "Doctor, I'm going with him, and that's that."

The Doctor looked at her, "No stopping you is there?"

"Nope."

He nodded and tossed her the ear pods, "Tell you what...we can take the ear pods at the same time. Give people their minds back. So they don't walk into that place like sheep. Jakey-boy?"

The Doctor led Jake further up the hill to get a better look at Battersea while Rose and Pete prepared themselves. The Professor squinted, looking at the zeppelin stationed above it.

"Lumic's transmitting the control signal," the Doctor explained, "And it must be from over there..." he pulled out the sonic, about to scan the area when the Professor put a hand on his arm, lowering it. He looked at her curiously but she just pointed at the zeppelin, "Well, saves me time," he remarked, grinning at her before turning to Jake, "There it is...on the zeppelin, see? Great big transmitter. Good thing Lumic likes showing off. Reckon you could take it out?"

Jake smiled, pleased, "Consider it done."

The Doctor patted him on the shoulder as they headed back to the others, "Mrs. Moore...would you care to accompany me and the Professor into the cooling tunnels?"

"How could I refuse an offer of cooling tunnels?" Mrs. Moore laughed.

The Doctor pulled off his glasses, "We attack on three sides, above, between, below. We get to the control center, we stop the conversion machines."

"What about me?" Mickey asked, standing slightly apart from the group.

The Professor smiled as the others stared at him as though just recalling he was there. She walked over to him and put an arm around his shoulder, "You're with Jake."

"No, he isn't," Jake glared at her.

"Yes, he is," the Professor said in a tone that clearly implied no nonsense, "You are the only one with no partner."

Mickey nodded, understanding, "Fine by me."

"I don't need you, idiot," Jake rounded on him.

"I'm not an idiot!" Mickey shouted at him, taking a step towards him, away from the Professor, "You got that?"

The Professor stepped forward and put a hand on his shoulder, squeezing it reassuringly, "No you're not. You're brilliant."

Mickey took a breath, calming, "I'm offering to help."

"Whatever," Jake breathed, stalking off as Mickey followed.

"Mickey?" the Doctor called, as the man turned back to him, "Good luck."

"Yeah," Mickey nodded, "You too. Rose, I'll see you later."

"Yeah, you better," Rose said.

"If we survive this," the Doctor added, "I'll see you back at the TARDIS."

He smiled at Mickey who nodded, "That's a promise."

"It better be," the Professor added before hugging him. She had only known the man a short time but she already considered him one of her good friends. He smiled as he hugged her back before stepping away and jogging towards Jake's retreating form.

"Good luck," the Doctor said to Rose, hugging her like the Professor had done to Mickey. Rose nodded and turned to head off with her father, leaving the Doctor, Professor, and Mrs. Moore to head to the tunnels.

~8~

The Doctor knocked a trapdoor open, looking down into the cooling tunnels. Mrs. Moore slowly descended, followed by the Professor, and then the Doctor.

"It's freezing here," Mrs. Moore commented.

"Any sign of a light switch?" the Doctor asked, looking around.

Mrs. Moore laughed, "Can't see a thing. But I've got these..." she rummaged through her bag and handed the Doctor and the Professor a miner's light to attach to their heads, pulling one out for herself as well, "A device for every occasion..."

"Ooh!" the Doctor grinned, taking it.

"Put it on."

"Haven't got a hotdog in there, have you? I'm starving."

Mrs. Moore looked up to see the Professor looking at the Doctor as though he were crazy and laughed, "Of all the things to wish for! That's mechanically recovered meat!"

"I know. It's the Cyberman of food, but it's tasty."

Mrs. Moore shook her head as she handed them a hand torch, "A proper torch as well."

"Let's see where we are," he grinned, switching on the torch and taking a few steps forward. The first thing the light fell on was a Cyberman.

The Professor jumped back with a gasp, right in to the Doctor, who immediately wrapped his arms around her and pulled her to his side, "It's alright," he breathed quietly, resting his head against the side of her face, "It's ok. We're fine," he gently nuzzled his nose into her hair a moment before whispering in her ear, "I'm here, you're safe."

The Professor took a deep breath, trying to calm her racing hearts. She hadn't been expecting to see the Cybermen in the tunnels, "I'm fine," she breathed, stepping away from him, she glanced at Mrs. Moore, "Sorry."

"Don't be," she smiled gently at the girl, "Gave me a scare too."

"They're already converted, just paralyzed," the Doctor reassured them. He took the Professor's hand in his own, entwining their fingers together as he gave her a gentle squeeze, "Come on."

He led them down the tunnels, Mrs. Moore following a moment later. The Doctor paused by one and rapped it on the nose but got no response, "Let's go slowly. Keep an eye out for trip systems."

They walked for a few moments in silence, stealthily making their way along the tunnels, their senses on alert when the Doctor began to speak again, "How did you get into this, then?" he glanced back at Mrs. Moore, "Rattling along with the Preachers?"

"Oh, I used to be ordinary," she shrugged.

"No such thing," the Professor said quietly.

"I'm sorry?"

The Professor smiled gently back at her, "No such thing as an ordinary human," she reached back and put a hand on Mrs. Moore's arm a moment, "You're all extraordinary!"

The Doctor beamed at that while Mrs. Moore looked thoughtful, though pleased, "I worked at Cybus Industries, '95. Till one day, I find something I'm not supposed to. A file on the mainframe. All I did was read it. Then suddenly, I've got men with guns knocking in the middle of the night. Life on the run. Then I found the Preachers. They needed a techy, so I...I just sat down and taught myself everything."

"What about MR. Moore?" the Doctor asked.

"Well, he's not called 'Moore.' I got that from a book, 'Mrs. Moore.' It's safer not to use real names. But he thinks I'm dead. It was the only way to keep him safe. Him and the kids. What about you two? Got any family, or..."

The Professor's smile faded.

The Doctor squeezed her hand before answering, "Oh, who needs family? We've got the whole world on our shoulders."

"Go on then," the Professor cut in, diverting the subject, "What's your real name?"

"Angela Price," she answered, "Don't tell a soul."

"Not a word," the Doctor promised as the Professor nodded as well.

They got a few more feet when Mrs. Moore gasped, "Doctor? Professor?" she shown her light on one of the Cybermen's hands, "Did that one just move?"

The Doctor squeezed the Professor's hand, "It's just the torchlight. Keep going, come on."

Suddenly one in front of them moved, definitely turning.

"They're waking up," the Professor breathed.

"RUN!" the Doctor shouted, pulling her down the corridor as Mrs. Moore ran after them. They ran as fast as they could, just barely managing to stay ahead of the awakening Cybers. They came to a ladder leading into the factory as the Cybers started to march.

"Get up!" Mrs. Moore shouted as they scrambled up it, "Quick! They're coming!" the Doctor pulled out the sonic, trying desperately to open the top seal, "Open it! Open it!" he finally managed, tossing the door aside as he flew up it, holding his hand down to pull the Professor up as Mrs. Moore climbed behind her, "Get up!" she reached out a hand as the Doctor and Professor pulled her up, "Quick! Quick!"

"Come on!" the Doctor shouted, the Professor pulling Mrs. Moore away, "Come on!" he flipped the trapdoor shut and resealed it just in time.

"Oh, good team!" he grinned as they all panted from exertion. He looked over at the Professor, a concerned at how she would be handling all this, and while she appeared to be shaking just a bit, she had a small smile on her face.

~8~

The trio edged along a dark metal corridor, carefully trying to find their way when a Cyberman stepped out in front of them, making them jump.

"You are not upgraded," the Cyberman stated.

"Yeah?" Mrs. Moore stepped up, "Well, upgrade THIS!" she threw a small metal device at the Cyberman, sticking it to its chest. It sparked and suddenly the Cyberman was electrocuted. It shook and jerked violently before slumping to the floor.

The Doctor looked at Mrs. Moore impressed, "What the hell was that thing?"

Mrs. Moore glanced back at them, proud, as they approached the body, "Electromagnetic bomb. Inspired by that thing you made before Professor. I figured individual units might be useful."

"You figured right," the Doctor nodded as they knelt down beside the Cyberman, "Now, let's have a look..." he took out the sonic and leaned over, holding it on the Cybus logo on its chest, "Now...know your enemy...and the logo on the front...Lumic's turned them into a brand…" he popped off the logo so they could see inside the Cyberman's chest, "Heart of steel..." he remarked, holding the plate up for Mrs. Moore to see, "But look..." he put it down and put his fingers inside the Cyberman's chest, pulling out a white sort of webby thing.

"Is that flesh?"

The Doctor looked at the Professor, "Central nervous system," she replied after a moment, "Artificially grown then threaded throughout the suit so it responds like a living thing."

"Well, it IS a living thing," he sighed, "Oh, but look..." he carefully fingered an electronic chip on the side of the Cyber's inner chest cavity, "Emotional inhibitor. Stops them feeling anything."

"But...why?" Mrs. Moore frowned.

"It's still got a human brain...imagine its reaction if it could see itself. Realize itself inside this thing."

"They'd go insane..." the Professor said sadly.

"So they cut out the one thing that makes them human," Mrs. Moore shook her head.

"Because they have to," the Doctor agreed.

"Why am I cold?" the Cyberman suddenly asked.

"Oh, my God," Mrs. Moore breathed, "It's alive. It can FEEL."

The Professor blinked, "We broke the inhibitor…"

The Doctor leaned over the Cyberman and touched its head, "I'm sorry. I'm so sorry."

"Why so cold?" it repeated.

"Can you remember your name?" the Professor asked quietly.

"Sally. Sally Phelan."

"You're a woman..." Mrs. Moore said, shocked.

"Where's Gareth?"

"Who's Gareth?"

"He can't see me. It's unlucky the night before."

"You're getting married…"

"I'm cold," it whimpered metallically, "I'm so cold."

"Sorry," the Doctor said, "You sleep now, Sally. Just go to sleep," he pointed the sonic just inside the suit, flashing it as the blue light within went out, "Sally Phelan didn't die for nothing," he blinked, something dawning on him, "'Cos that's the key…" he turned to the Professor, "The emotional inhibitor…if we could find the code behind it…"

"The cancellation code?" she asked.

He nodded, "Then feed it throughout the system into every Cyberman's head..."

"They'd realize what they are..." the Professor breathed, shaking her head at the implications of doing so.

"And what happens then?" Mrs. Moore looked between the two of them.

The Doctor swallowed hard, taking the Professor's hand, "I think it would kill them," his brow furrowed, "Could we do that?"

"We've got to," Mrs. Moore nodded, "Before they kill everyone else," the Doctor looked reluctant, "There's no choice, Doctor. I'm sorry Professor. But it's got to be done."

She stood up only to have a Cyberman grab her by the neck and electrocute her. The Doctor and Professor jumped to their feet in shock and horror.

"No!" the Doctor shouted, furious, "No! You didn't have to kill her!"

"Sensors detect a binary vascular system," one of the Cybers stated, turning between the two of them, "You are an unknown upgrade. You will be taken for analysis."

The Doctor looked disgusted by them but had no choice but to allow himself and the Professor to be led off.

"Doctor?" the Professor whispered. He could hear the tremor in her voice.

"I'm here," he took her hand, squeezing it.

~8~

The Doctor and Professor were marched into the main control room of Battersea only to see Rose and Pete there as well, standing near the computers.

"We've been captured," the Doctor said to the Professor sarcastically, "But don't worry, Rose and Pete are still out there, they can rescue us…" he looked over, as though just seeing them, "Oh well, never mind," he sighed as they came to a stop by the computers and looked at Rose, "You okay?"

"Yeah," she nodded, "But they got Jackie."

"We were too late," Pete swallowed, "Lumic killed her."

"Then where is he?" the Doctor demanded, raising his voice as he looked around, "The famous Mr. Lumic? Don't we get the chance to meet our Lord and Master?"

"He has been upgraded," one of the Cybermen replied.

"So he's just like you?"

"He is superior. The Lumic Unit has been designated Cyber Controller."

They all turned to a set of sliding doors that opened. Mr. Lumic, now a Cyberman, rolled through. He was sitting on an elaborate chair, covered in wires and tubes connecting him to the system. Pete stood in amazement and horror.

"This is the Age of Steel and I am its Creator," Lumic spoke, his voice just a bit more distinct than the other Cybers.

Before Lumic could continue the sound of screams echoed throughout the room. The Cybermen started to look around while the Doctor and Professor spun to look at the security cameras of the factory, seeing the people running out, no longer mindless sheep.

"That's my friends at work," the Doctor grinned, "Good boys! Mr. Lumic, I think that's a vote for free will!"

"I have factories waiting on seven continents," Lumic stated, "If the ear pods have failed, then Cybermen will take humanity by force. London has fallen. So shall the world."

~8~

Mickey and Jake cheered at their success at freeing the people when Mickey pressed a few more keys in the computer pad on the zeppelin, "Hold on, I've logged on to Cyber Control."

They looked up to see a security camera overlooking the control room where the Doctor, Professor, Rose, and Pete were standing.

"They're alive!" Mickey cheered, "The Doctor and Rose and the Professor, there they are!"

"Never mind them, what the hell is THATthing?" Jake pointed at the seated Cyberman.

"Shh," Mickey tapped the keyboard again, "Has this thing got sound?"

~8~

"I will bring peace to the world," Lumic continued, "Everlasting peace, and unity, and uniformity."

"And imagination?" the Doctor countered, "What about that? The one thing that lead you here. Imagination, you're killing it, dead!"

"What is your name?"

"I'm the Doctor."

"A redundant title. Doctors need not exist. Cybermen never sicken."

"What about her?" the Doctor nodded back at the Professor, "The Professor?"

"Another redundant title. Professors need not exist. Cybermen upload all information from the system."

"Yeah, but that's it!" the Doctor stepped forward, "That's exactly the point!" he shook his head at Lumic despairingly, "Oh, Lumic, you're a clever man...I'd call you a genius, except I'm in the room…" he trailed a moment in thought, "And then there's the fact that the Professor's got better grades than me at school, so that speaks for itself…" he shook his head, getting back on point, "But everything you've invented, you did to fight your sickness. And that's brilliant. That is SO human. But once you get rid of sickness and mortality, then what's there to strive for? Eh? The Cybermen won't advance. You'll just stop! You'll stay like this forever. A metal Earth with metal men and metal thoughts. Lacking the one thing that makes this planet so ALIVE _._ PEOPLE _._ Ordinary, stupid, brilliant people."

"You are proud of your emotions?" Lumic asked.

"Oh, yes."

"Then tell me, Doctor, have you known grief, and rage, and pain?"

The Doctor glanced over at the Professor before nodding at Lumic, "Yes. Yes, I have."

They both had.

Lumic turned to the Professor, "And have you known fear? Loss?"

The Professor swallowed hard, "Yes."

"And they hurt?"

"Oh yes," the Doctor repeated as the Professor nodded.

"I could set you free. Would you not want that?" he looked at the Professor, "A life without fear?"

She blinked before shaking her head, "Not a chance. I'd love to not be afraid. But I would never give up ability to feel that because it means giving up ability to feel everything else."

Lumic turned to the Doctor, "And you? A life without pain?"

"You might as well kill me," he replied.

"Then I take that option."

"It's not yours to take! You're a CYBER controller. You don't control me or the Professor or anything with blood in its heart."

"You have no means of stopping me. I have an army. A species of my own."

The Doctor put his face in his palm exasperated, "You just don't get it, do you? An army's NOTHING. 'Cos those ordinary people, they're the key."

"The most ordinary person could change the world," the Professor added. The Doctor glanced back at her to see her nod subtly to the security camera.

~8~

Mickey was nodding along with the Professor's words when the Doctor spoke again, "Some ordinary man or woman..." he agreed, "Some idiot..."

Mickey's head jerked up as he stared.

"All it takes is for him to find," the Doctor shrugged, "Say, the right numbers...say, the right codes...say, for example, the code behind the emotional inhibitor. The code right in front of him. 'Cos even an idiot knows how to use computers these days."

Mickey's mouth dropped open, catching onto what the Doctor was saying.

"Knows how to get past firewalls and passwords...knows how to find something encrypted in the Lumic Family Database, under...what was it, Pete? Binary what?"

"Binary 9," Pete stated loudly.

"Binary 9," Mickey breathed, beginning to type quickly, the code appearing on the screen.

"An IDIOT could find that code," the Doctor repeated, "The cancellation code. And he'd keep on typing. Keep on fighting," he turned and looked up meaningfully at the camera, "Anything to save his friends..."

"Sort of like a little tin dog," the Professor added, "So loyal, and faithful, and SO important."

The Doctor smiled at her words.

~8~

"Your words are irrelevant," Lumic stated.

The Doctor grinned, "Talk too much, that's my problem. Lucky I got you that cheap tariff, Rose. For all our long chats. On your PHONE," he glanced at the camera once more, making a phone sign.

The Professor smiled, knowing Mickey was, at that very moment, typing the code away on his phone.

"You will be deleted," Lumic stated.

"Yes, delete, control, hash, all those lovely buttons. Then of course, my particular favorite, SEND," he pushed a fake button in the air, "And let's not forget how you seduced all those ordinary people in the first place…"

Rose's phone beeped as she received a message.

"By making every bit of technology compatible with everything else..." the Doctor finished, pausing by one particular computer.

"It's for you," Rose called, tossing the phone to him.

He caught it, "Like this!" and shoved it into a port, fitting it perfectly.

And all hell broke loose.

The Cybermen all began to clutch their heads, moaning, the cancellation code flashing on every single screen. The security videos showed it happening all over the factory, Cybermen falling down, twitching, some crying out in pain.

The Doctor looked over, grinning, till he saw the Professor watching a Cyberman sadly. He looked over to see it had caught sight of its reflection in a piece of metal. It whimpered and touched its face, fingering the reflection, devastated.

"I'm sorry," he breathed to the metal man or woman. Suddenly he felt someone take his hand and looked beside him to see the Professor standing there.

"Me too," she whispered.

They looked around to see the Cybermen falling to their knees as their heads exploded.

"What have you done?" Lumic shouted, furious.

"I gave them back their souls," the Doctor turned to him, now angry, "They can see what you've done, Lumic! And it's killing them!" he turned and pulled the Professor out of the room, leading Rose and Pete after him.

"Delete!" Lumic shouted, "Delete! Delete!"

They ignored him as they ran through the halls. The Doctor kept a tight hold to the Professor's hand, feeling her flinch every time a small explosion sprang up around them. He knew what she was thinking, he was thinking the same. It was just like the beginning of the war, when the Daleks launched surprise attacks on all areas of research, thousands of Time Lords had gotten trapped, trying to escape.

They ran to a door and opened it only to see wailing Cybermen inside. The Doctor slammed the door shut and looked around, "There's no way out!"

Rose's phone went off again and she whipped it out, listening to a brief message from Mickey before calling out, "It's Mickey. He says 'head for the roof.'"

They turned and ran up a flight of stairs, trying to avoid the explosions and flames. They finally made it to the roof, Rose jumping down from a ladder and onto it followed by Pete and then the Professor and the Doctor. They paused, looking up when they saw the zeppelin floating there.

"Mickey," Rose breathed into the phone, "Where'd you learn to fly that thing?" a moment later she flipped her phone closed and they made a break across the building. They flinched back as a small patch of the roof exploded before them.

"Just like the gas patches eh?" the Doctor called, grinning at the Professor.

"Oh, I hated that trip!" she shouted, though there was laughter in her voice as they both thought back to one of their adventures trying to navigate through a patch of natural gas mines that would spring up random bits of fire. The Professor had lost her eyebrows because of that trip.

They looked up as a ladder fell from the zeppelin.

"You've got to be kidding," the Doctor muttered before turning to the group, "Rose, get up!"

Rose started to climb followed by the Doctor, then the Professor, and Pete last.

"Welcome to Mickey's Airlines," Mickey's voice came over the loudspeaker as the craft started to rise, "Please enjoy your flight. Woo!"

They all climbed frantically, clinging to the rope ladder as they flew off.

"We did it!" Rose shouted, "We did it!"

Pete struggled up the ladder when it suddenly jerked downwards. Rose screamed and nearly fell off. All of them looked down to see Lumic hanging onto the bottom rung, climbing up after them.

The Professor looked up to see the Doctor moving to pull out the sonic, "Wait!" she called, reaching into her pocket and pulling out the electromagnetic device. She took careful aim and pressed the button, sending out a bolt of electricity straight at Lumic. He groaned as he was struck, falling back to the Earth, into the exploding factory.

"Excellent aim!" the Doctor grinned, making an 'ok' symbol.

"I always was a better shot than you," she looked up at him.

Pete just laughed in relief, Rose joining in moments later.

"Come on!" the Doctor called as he started climbing again, leading them all up and into the zeppelin.

"Guys!" Mickey shouted, handing the wheel over to Jake for a moment to come and greet them, hugging Rose, then the Doctor, and finally the Professor, "Did you see that?" he shouted, grinning widely at her.

The Professor laughed, "That was brilliant Mickey! I told you you were brilliant!"

The Doctor watched as the Professor and Mickey proceeded to speak quickly with each other, excited, happy, relieved. His own smile grew sad as he watched them, he was so relieved that the Professor seemed to be happier, better…but he couldn't help the twist in his stomach at the realization that  _he_  wasn't the one who had made her so. He glanced over to see Rose watching the two, not as pleased with their new friendship as she had been before.

~8~

In the TARDIS that night, the Doctor walked over to the console, looking over at the Professor who handed him the power cell. He took it with a small smile and put it into a slot on the console, the TARDIS springing to life, the lights coming back on, humming. A huge grin spread across his face at that, mirrored on the Professor's.

"We should get the others," she said, her hand gently stroking the TARDIS, "We've got, at most, five minutes of power."

He nodded, holding out his hand to her. She took it and they walked over to the doors, the Doctor peeking out of them, "Rose?" he called, getting her attention, and Pete's as well.

They stepped out of the TARDIS and walked over to them, the Professor slipping her hand out of the Doctor's before Rose could notice, "We've only got five minutes of power..." he told the blond girl, "We've gotta go."

Rose turned to Pete, "The Doctor could show ya..."

"Thank you," Pete cut in, "For everything."

The Doctor and Professor exchanged a glance, noticing the tension between the two Tylers, clearly something had happened while they were in the TARDIS.

Rose looked at her father, tears in her eyes, "Dad."

"Don't," Pete said sharply, "Just…just don't…" he turned and walked off, Rose watching him go. The Doctor scratched the back of his neck uncomfortably as he glanced at Rose. Before either he or the Professor could say anything Mickey and Jake approached, Mickey holding the Doctor's suit in his hand.

"Here it is!" Mickey laughed, handing it over, "I found it. Not a crease."

The Doctor took it, overjoyed to have his suit back, "My suit! Good man! Now then, Jake, we've gotta run."

"But one more thing," the Professor cut in, "Mrs. Moore, her real name is Angela Price."

"She's got a husband out there."

"And children."

"Find them."

"Tell them how she died saving the world."

They looked at the three people standing before them, eyeing them oddly, "What?" the Doctor demanded.

"That was just creepy," Mickey remarked, "The two of you…finishing each other's sentences like that."

The Doctor and Professor blinked and looked at each other before the Professor turned back to Mickey, "Sorry," she smiled a bit, "Old habits are hard to break."

Jake shook his head, "Yeah, course I will."

"Off we go, then!" the Doctor said.

"Uh...thing is," Mickey cut in, "I'm staying."

The Doctor stared at him in shock while the Professor just kept smiling as though she had been expecting that, "You're doing what?" the Doctor asked.

"You can't," Rose said, upset.

"It sort of balances out," Mickey replied, his voice breaking, "'Cos this world lost its Ricky. But there's me. And there's work to be done with all those Cybermen still out there."

"But you can't stay."

"Rose, my Gran's here. She's still alive. My old Gran, remember her?"

Rose nodded, trying to hold back her tears, "Yeah."

"She NEEDS me."

"What about me? What if  _I_  need you?"

"Yeah, but Rose...you don't. It's just you and him, isn't it?" he glanced at the Doctor and back to her, "We had something a long time ago, but...not anymore."

"Well…we'll come back. We can travel anywhere, come and see you, yeah?"

"We can't," the Professor answered quietly.

"I told you," the Doctor added, "Travel between parallel worlds is impossible. We only got here by accident. We...we fell through a crack in time. When we leave...I've got to close it. We can't ever return," he looked over at Mickey, eyeing him, trying to see if this was what he really wanted.

Rose was devastated.

Mickey glanced at her and then turned to the Doctor holding out his hand, "Doctor."

The Doctor shook his head, "Take Rose's phone. It's got the code. Get it out there. Stop those factories," Mickey nodded, "And good luck. Mickey the Idiot."

He slapped Mickey's cheek with a twinkle in his eyes, "Watch it!" Mickey warned.

The Professor smiled and stepped forward, "Take this too," she handed over the electromagnetic device, "Half hour to charge," she reminded him. He nodded and she reached out, hugging him tightly, "If it helps I think you made the right decision."

The Doctor looked at her stunned while Rose gasped, both of them realizing that she had known what Mickey was planning.

"Secret?" she asked him, he nodded, "I came home one day to find a beautiful robotic dog on my bed, K9, the original," she smiled at the memory, "But I knew he," she nodded back to the Doctor, "Loved dogs, so I took K9 apart, rebuilt him, and built another model, K9 Mark II. That one went to Romana, so I built another one, K9 Mark III which Sarah Jane got. I even helped build K9 Mark IV," she sighed, "I've had a hand in building almost all the K9s."

Mickey frowned, "Was that the secret?"

She shook her head, "The secret is, of all the things I've ever built, that little tin dog was my favorite," he smiled broadly at the double meaning in her words, finally  _he_  was the favorite, "Be happy."

"You too."

She nodded and turned, ignoring the Doctor and Rose's looks, and walked back to the TARDIS. A moment later, the Doctor shook his head and turned as well, giving Rose and Mickey time alone. Rose handed Mickey her phone which he put in his pocket.

"Just tell me," Rose swallowed, "Did  _she_  convince you to stay here?"

Mickey shook his head, "No," Rose nodded as he smiled, trying to lighten the mood, "We've had a laugh though, haven't we?" Rose nodded tearfully, "Seen it all, been there and back...who would have thought, me and you off the old estate, flying through the stars?"

"All those years just sitting there..." she said, her voice breaking, "Imagining what we'd do one day...we never saw this, did we?"

Mickey pulled her into one final hug, "Go on, you'll miss your flight."

Rose just hugged him tighter, burying her head in his shoulder. When she pulled away moments later, she couldn't look at him, walking back to the TARDIS, sobbing. When she reached the threshold she looked back at him one last time and headed in, closing the door behind her.

"Jake, you wanna watch this," Mickey said to Jake.

Jake stood next to him, watching as the TARDIS dematerialized, "What...the hell?"

"That's the Doctor..." Mickey smiled, "In the TARDIS...with Rose Tyler and the Professor."

~8~

The TARDIS reappeared in the Tyler kitchen early in the morning just as Jackie was filling up the kettle for some tea. She came running into the living room as the doors opened and Rose stepped out, looking at her.

"You're alive..." Rose breathed as Jackie raised her eyebrows, "Oh, mum. You're alive!" she lunged at her mother, throwing her arms around her. Jackie seemed slightly shocked at the action, but pleased.

"Well, I was the last time I looked..." Jackie remarked, hugging her daughter as the Doctor stepped out of the TARDIS followed by another woman, "What is it? What's happened, sweetheart?" Rose just clung to her tighter. Jackie looked over at the Doctor, "What's wrong? Where did you go?"

"Far away," the Doctor breathed, "That was...far away."

"Where's Mickey?"

"He's gone home."

Jackie just hugged her daughter.

~8~

Rose paced the control room of the TARDIS, fuming. She had gone in to gather some of her clothes to wash at home, wanting to stay with her mother just a bit longer this time. Her mum had gone out to get some fish and chips for them all after having been introduced to the Professor. She had been about to step out of the TARDIS when she heard the Doctor and Professor talking quietly in the kitchen. She'd tried to listen in but hadn't been able to hear them clearly through the doors. From what she could gather of the conversation, the Professor was trying to talk the Doctor into leaving her here!

The nerve!

Her entire mood had been soured at that. They'd stayed just as long as it took to do her laundry before she insisted they were off, ignoring her own words of wanting to stay for dinner. And then, and then! The Professor had given Jackie some sort of necklace to wear, some sort of sensor that would alert them to her wellbeing while travelling. She was sure she would have appreciated the gesture but it was probably just because  _she_  wouldn't be staying with her mother instead.

She smirked to herself, she was still in the TARDIS, which meant whatever the Professor had tried to say, the Doctor hadn't listened.

"Rose?"

Speak of the devil.

She looked up to see the bane of her thoughts coming down the stairs.

"Are you alright?" the Professor asked, eyeing her cautiously.

"How dare you!" Rose demanded, spinning to face her.

"What?" the Professor frowned.

"I heard you!"

"Heard me?"

"I heard you try to get the Doctor to leave me back on Earth!"

The Professor blinked, "No…Rose I didn't…"

"I heard you! I heard you talking about having me stay on Earth, about how it was too much for me. How I'd be a bother…"

"Rose I wasn't talking about you…"

"Right," Rose rolled her eyes, "I suppose you were talking about yourself then?"

"Yes, actually," the Professor cut in, "I was."

"What?" Rose breathed, all her anger dissipating into confusion.

"I was asking him to leave  _me_  on Earth."

"But…why?"

"Mickey's gone. And I knew you would be devastated. You would need the Doctor now more than ever and…I just didn't want to be here."

"You didn't want to see the Doctor focusing on me instead of you, is that it?" Rose demanded, the anger coming back.

"No! I didn't want to get in the way! I didn't want to bother you. I didn't want to make you even more hurt or angry just by being here. And that you would even think…"

Rose blinked, "I…I don't understand."

If she had been the Professor, she would have been doing everything she could to get rid of the competition.

The Professor looked away and Rose could see a hint of tears in the other woman's eyes, "I love the Doctor," she began, holding up her hand to stop Rose from interrupting on what she was sure would be another tirade against her, "There was time, on Gallifrey, where I thought maybe we…" she swallowed hard, "But then he met my cousin," Rose's mouth dropped open, not having expected that, "And I helped them get together. My cousin was smitten with him and asked me to help her, teach her about him. And I did. I taught her everything she needed to know about him. I stood aside...as they fell in love."

She blinked a few times, holding back the tears, and looked over at Rose, "So don't insult me by insinuating I'd stand between you and the Doctor, especially if  _you_  make him happy."

Rose let out a shuddering breath as the Professor turned away from her to look at the console, "I…I didn't know…I…"

"Just…" she cut in, "Just, please...leave me alone Rose."

Rose nodded, stepping back from the woman, utterly ashamed of her assumptions and horrified with the way she had been treating the woman. She turned and walked over to the steps, stopping at the top of the gantry, "I'm sorry."

"No you're not," the Professor replied quietly.

Rose bowed her head, knowing that was true.

~8~

The Doctor frowned as he looked down from the gantry to see the Professor sitting with her legs dangling out of the doors of the TARDIS, watching the stars pass by. Something was wrong, he knew it. It seemed like this habit of hers had stuck with her throughout her regenerations, she always looked outside at the stars when she was upset.

"Beautiful aren't they?" he commented as he moved to sit down beside her.

"Always are," she sighed.

He looked over and could actually see that her eyes were red as though she'd been crying. He frowned, "What's wrong?"

"Nothing," she said quickly, her gaze still outside.

"Come here," he scooted closer about to put his arm around her when she shied away. He blinked, hurt, "Was it something I did?"

She was silent for a few moments before she spoke, "No. It's something  _I_  did."

Before he could even respond to that, she got up and walked off. He watched her go, his frown growing, wondering what had happened and how he could help her...

The Professor walked quietly through the halls of the TARDIS to the room the Doctor had set up for her, down the hall from his own. She stepped into the room, a replica of her room on Gallifrey, and walked over to her bed, just crawling on top of the sheets, rolling on her side to face her wall, her back to the door. She reached up and grabbed her pillow, holding it to her chest as she moved into a fetal position, tears spilling from her eyes as she recalled just how close she had come to being with the Doctor on Gallifrey. She never told Mickey, though she'd implied it, the night she was going to tell the Doctor, nearly the very hour, had been the one where he'd met her cousin…she'd been so, so, close…and now she'd lost the chance again…

And it hurt…

* * *

**Notes for the Chapter:**

> I really tried to stay true to Rose, or the potential that Rose had to be the way she is. I started off watching Series 3 so all I heard was how great Rose was before I got to go back and actually watch her. I wasn't sure what was so great about her after all the Doctor had praised her for, so that might be carrying through with how I've portrayed Rose. It also has to do with the fact that the Professor does represent a real threat to Rose which makes her defensive, she is probably the one person in the Universe that could take the Doctor away from her, though the end of this chapter has softened that out more. Don't worry though, Rose does calm down a bit :)
> 
> I looked up K9's history ages ago and, according to wikipedia, the first K9 goes back to Gallifrey with Leela. In this story Leela brought K9 to Gallifrey to give to the Professor on request from the Doctor as a surprise :)


	5. The Idiot's Lantern

Rose sat in the kitchen of the TARDIS, her legs curled upon the chair, a hot cup of tea in her hands as she watched the Doctor take a small nibble of some sort of food he was making. He'd been at it all morning, it seemed before she'd even woken up. He'd been throwing out a batch of whatever it was when she walked in and had gone through two more tests since then. She'd asked him what he was doing but he'd only muttered that it was a surprise before getting back to work.

He chewed thoughtfully on the small white cube with a small blue dot on the top before swallowing. A grin spread across his face, "Perfect!"

"What's perfect?" the Professor asked, walking in. She looked worse for the wear. Her hair was knotted and her face was pale, her nose sounded a bit congested as well. If they hadn't known better they would have thought she were ill. But they both knew Time Lords had a heightened immune system and that, with the departure of Mickey, she must have been more sad than she let on.

"Try this," the Doctor tossed her a small cube he'd cut from the tray.

The Professor looked at it thoughtfully before popping it in her mouth.

"Can I have one?" Rose called.

"You may not like it," the Doctor warned, tossing her one as well, though his attention was on the Professor.

"Oh my god," the Professor breathed, "This is…"

"Urg," Rose spat the morsel into her napkin, "Disgusting!"

"I was gonna say delicious," the Professor smiled, earning a beam from the Doctor, "Is this Pora?"

The Doctor nodded, "Yup," he popped the p.

"But…how did you make it?" she looked at him in awe, "The ingredients could only be found on Gallifrey and…"

"Lots of substitutions and lots of experimentation."

She shook her head, smiling at him softly, "And what brought on this culinary adventure?"

He shrugged, leaning back against the counter, both of them having seemed to have forgotten Rose was still there, "They're your favorite treat."

"Yes…" she agreed slowly, "And…" she could just tell there was something else there.

"And…I promised to help you didn't I?"

"Yes, but how…"

"How many Earths could you fit inside Jupiter?" he asked her suddenly. She looked at him with a frown, seeing his game, "Come on," he encouraged.

She paused a moment before speaking, "If you mean based on volume, 1,321.3. But if you were asking about diameter, it would be 1,408. But then again, if you mean actual spheres, it would be around 915, or if you meant…"

"Good enough for me," he laughed, tossing her another treat.

"I'm not a dog you know," she replied, but ate the cube anyway, "You can't just toss me a treat when I do well."

Instead of replying he just picked up another one, "What's the atomic mass of Uranium?"

The Professor suddenly fell back against the wall, her hand pressed against her head as she slid down to the floor.

The Doctor was at her side before Rose could even react. The girl was shaking, biting her lip as though she didn't want to answer.

And he realized what had happened.

The last question he had heard the computer of the Krillitanes ask was about the atomic mass of Chlorine...asking her about the atomic mass of Uranium must have triggered a flashback of her time with them. Stupid! Stupid, stupid Doctor!

"It's alright," he said, pulling her to him, "I'm sorry. I'm so sorry. I didn't mean to ask that question."

"It's alright," she breathed, pulling away slowly. It had surprised her. She hadn't been expecting that question nor had she been expecting so violent a reaction from it, "I'm fine…"

"No, you're not," he whispered, helping her up.

"But I will be," she promised both him and herself, "We'll keep trying."

He nodded, holding out the treat to her. She smiled slightly, taking it and nibbling on it as she felt her hearts slow down and her shaking lessen.

~8~

The TARDIS door opened and Rose walked out, looking around, decked in a big, pink skirt with layers of netting beneath it, pink heels and a blue jean jacket, her hair done up in a bun with a pink scarf holding it back. She truly looked like she belonged in the 50s.

"I thought we'd be going for the Vegas era," she called back, "You know, the white flares and the..." she growled seductively, "Chest hair."

The Doctor poked his head round the TARDIS door, his hair all gelled back teddy-boy style, "You are kidding, aren't you? You wanna see Elvis, you go in the late 50s! The time before burgers," he stepped back inside, "When they called him 'the Pelvis' and he still had a waist."

Rose laughed at that when the Professor stepped out of the TARDIS. She was dressed similarly to Rose, though she had no black stockings and was wearing flat two-colored shoes that looked like a cross between a schoolgirl's and bowling shoes. Her skirt was a light blue with a small white poodle on it while she was wearing a white v-neck sweater instead of a jacket. She had a small blue scarf tied to her neck and her hair was back in a high ponytail. Overall she looked rather uncomfortable.

Rose gave her a small nod of approval, really trying to get over her feelings on the girl.

"What's more, you see him in style!" the Doctor continued to speak from inside.

The two women looked over to the TARDIS at the sound of an engine revving only to see the Doctor ride out on a TARDIS blue late-50s moped with a small passenger pod attached to the side. It shouldn't have been able to run with the extra weight of the pod but with a little sonic help it was just fine. Rose laughed as the Doctor stopped before them, big sunglasses and a white helmet on his head.

He curled his lip, imitating Elvis, "You goin' my way, dolls?"

Rose pulled out some pink sunglasses and put them on, "Is there any other way to go, daddy-o?" she said, walking towards the moped, hopping on the back as the Professor sat down in the side pod, "Straight from the fridge, man!"

The Doctor laughed, "Hey, you speak the lingo!" he tossed her a pink helmet, handing the Professor a blue one to put on.

"Yeah well...me, mum, Cliff Richard movies every Bank Holiday Monday."

"Ah, Cliff! I knew your mother'd be a Cliff fan."

And with that, he pulled away, zooming down the street.

"Where we off to?" Rose called after a moment.

"Ed Sullivan TV Studios," he replied, "Elvis did 'Hound Dog' on one of the shows, there were loads of complaints. Bit of luck, we'll just catch it."

"And that'll be TV studios in, what, New York?"

"That's the one!" he grinned just as a red double-decker bus drove past them. He stopped at the sight. Rose and the Professor looked around, seeing Union Flags hanging from the rooftops.

"Digging that New York vibe!"

"Well...this COULD still be New York," the Doctor argued, "I mean this looks very New York to me...sort of...Londony New York, mind..."

"What are all the flags for?"

"Well, where are we Professor?" he turned to her.

"What?" she looked up at him.

"Where are we?"

"Um…" she closed her eyes and focused her senses, "London, England."

"Of course," he muttered before beaming at her, "Good job. Nice warm up!"

"Warm up?"

"Yup," he popped the p, revving the engines again, "You're gonna be doing all the thinking on this trip."

"What?" she shouted as he sped off down the road, using the cover of the engine to pretend he didn't hear her.

~8~

"Doctor you said we'd start slow," the Professor stalked after him down a street, "Small steps."

"But those are so boring!" he complained, turning to face her though he kept walking backwards. But she was not happy, "Look, I'll help you. You won't do it all alone, I can do all the talking, but  _you've_  got to do all the figuring stuff out."

She rolled her eyes, knowing that this was his way of helping her. She should have expected it really. On Gallifrey his method for overcoming anything was to throw himself into it…and usually take her along for the ride.

"Come on," he nudged her, "What could go wrong?"

She shook her head, "Knowing you? Everything."

"Makes it more interesting though doesn't it?"

"...unfortunately yes."

He beamed, "That's more like it!"

"There you go, sir!" they heard someone say. They looked over to see two boys lugging a TV set out of a van and carry it towards a house, "All wired up for the great occasion."

"The great occasion?" the Doctor asked as they walked up, "What d'you mean?"

"Where've you been living? Out in the Colonies? Coronation, of course."

"What Coronation's that, then?"

"What d'you mean? THE Coronation."

The Doctor just blinked and turned to the Professor. She inhaled deeply, her eyes closed a moment before they snapped open, "1953, Coronation of Queen Elizabeth."

The Doctor's eyes widened, "Oh! Oh, is this 1953?"

"Last time I looked," the man nodded, "Time for a lovely bit of pomp and circumstance, what we do best."

"Look at all the TV aerials..." Rose commented, looking up at the massive amounts on the roofs, "Looks like everyone's got one. That's weird, my Nan said tellies were so rare they all had to pile into one house."

"Not round here, love," the man grinned, "Magpie's Marvelous Tellies, only five quid a box."

The Doctor wandered a bit down the street, just thinking, before spinning to the Professor, "Oh but this is a BRILLIANT year!" he snapped his finger and pointed at her, "What for?"

"Technicolor," she answered, glancing at the TV van, before frowning in thought, "Everest climbed…um…" she hesitated but he egged her on, just one more thing and he'd be satisfied, "Everything off the ration?"

"Correctamundo!" he grinned, "The Nation throwing off the shadows of war and looking forward to a happier, brighter future!"

Rose laughed, recalling the last time he'd told her he'd said correctamundo.

Suddenly a woman screamed behind them, "Someone help me, please! Ted!"

They looked back to see a man with a blanket over his head being bundled into the back of a black police car by two suited men.

They quickly ran over as the woman shouted again, "Leave him alone, it's my husband!"

"What's going on?" the Doctor asked.

The blanketed man was shoved into the seat as one of the men shut the door. A young boy ran out of the house next door at the commotion.

"Oi, what are you doing?" he shouted.

One of the suited men turned to them, "Police business, now get out of the way!"

"Who did they take?" Rose turned to the boy, "Do you know him?"

"Must be Mr. Gallagher..." he answered, watching as the car drove off leaving Mrs. Gallagher in despair. An older woman stepped out behind the boy, "It's happening all over the place. They're turning into monsters..."

And then a strict looking man stormed out of the house behind his wife, "Tommy!" he yelled, "Not one word!" the Professor jumped back a bit from the yell, "Get inside now!"

"Sorry," Tommy said to them, "I'd better do as he says..."

Mrs. Gallagher sobbed as the Doctor put on his sunglasses and ran back over to the moped, kicking it to life, "All aboard!"

Rose and the Professor ran over, the Doctor speeding off as soon as they were on, following after the car as it hurtled around a corner.

He stopped short around the corner at the sight of a red wall with a wooden market barrow in front of it, two men sweeping the floor, no sign of the car at all.

"Lost 'em!" he remarked, bemused. He looked down at the Professor who was staring at the wall intently, "How'd they get away from us?"

She frowned and could only shake her head, unsure.

"Surprised they didn't turn back and arrest you for reckless driving," Rose breathed, winded from the chase. She looked over at the Doctor, "Have you actually PASSED your test?"

"Men in black?" the Doctor shook his head slowly, not listening, "Vanishing police cars?" he looked back over at the Professor, "This is Churchill's England, not Stalin's Russia!"

"I know," she replied.

"Monsters, that boy said..." Rose remarked thoughtfully, trying to keep them on track. They both looked at her, "Maybe we should go and ask the neighbors."

"That's what I like about you," the Doctor smiled, "The domestic approach."

Rose grinned, "Thank you..." she glanced down at the Professor who looked like she was trying not to laugh and realized something, "Hold on, was that an insult?"

The Doctor didn't answer, just kicked the moped back into life and took off.

~8~

They didn't have to wait long after ringing the doorbell of Tommy's house before the door was opened by his father.

"Hiiiiii!" the Doctor and Rose said together, cheesily.

The man looked at them suspiciously, Tommy appearing in the background, "Who are you, then?"

The Doctor looked at the Professor who glanced around behind the man, "Um, well, judging by the look of you, a family man…nice house…probably decent wage…" she glanced at his suit and medals, "Fought in the war…" she looked at the Doctor, "Queen and Country?"

The Doctor grinned and held up the psychic paper, "We represent Queen and Country," he winked at the Professor, thoroughly pleased with her deductions, "Just doing a little check of Her Majesty's forthcoming subjects for the great day. Don't mind if we come in? Nah, didn't think you did, thank you!"

He barged past the man before he could protest, Rose and the Professor quickly following him into the living room.

"Not bad, very nice!" he commented, looking around, "Very well kept! I'd like to congratulate you, Mrs..."

"Connolly," Tommy's mother replied.

"Now then Rita, I can handle this," Mr. Connolly stepped into the room, "This gentleman's a proper representative!" the Professor frowned, seeing Rita's terrified expression at the sight of her husband. The Doctor, on the other hand winked reassuringly at the woman while Rose perched herself on the arm of a sofa, "Don't mind the wife, she rattles on a bit."

"Well, maybe she should rattle on a bit more," the Doctor stated, shocking both Tommy and Mr. Connolly. The Professor shook her head at him as he just continued on unfazed, "I'm not convinced you're doing your patriotic duty," he glanced briefly at the flags around the room, not yet put up, "Nice flags. Why are they not flying?"

Mr. Connolly hesitated a moment, "There we are Rita, I told you, get them up, Queen and Country!"

The Doctor and Professor frowned at this.

"I'm sorry…" Rita began.

"Get it done! Do it now."

"Hold on a minute…" the Doctor cut in.

"Like the gentleman says…"

"Hold on a minute," the Doctor repeated, finally getting through to the man, "You've got hands, Mr. Connolly. Two big hands! Why is that your wife's job?"

"It's housework, innit?"

"And that's a woman's job?"

"Course it is!"

"Mr. Connolly, what gender is the Queen?" the Professor asked suddenly.

"She's a female."

"And are you suggesting the Queen does the housework?"

Tommy started to smile at that, watching as these strangers actually began to win in the confrontation with his father. He glanced at his mother who even seemed a little heartened by his humiliation.

"No!" Mr. Connolly said, "Not at all!"

The Doctor beamed at the Professor before stepping forward and handing the man a string of flags, "Then get busy."

"Right," he nodded, "Yes sir," he turned, ready to hang the flags though he wasn't exactly enthusiastic nor was he fooling anyone, "You'll be proud of us, sir! We'll have Union Jacks left, right and center!"

Rose suddenly stood, her hands on her hips as she turned to Mr. Connolly, "'Scuse me, Mr. Connolly, hang on a minute! Union Jacks?"

He paused and looked back at her, "Yes, that's right, isn't it?"

"That's the Union Flag. It's the Union Jack only when it's flown at sea."

Tommy's smile was full blown now as his father was humbled.

"Oh..." Mr. Connolly nodded, "Oh, I'm sorry, I do apologize!"

Rose smiled widely, "Well, don't get it wrong again, there's a good man," and then grew serious, "Now get to it!"

Mr. Connolly hastily turned back to his work while Rose turned and grinned broadly at the Doctor, reminding him that she could be just as much of a help as the Professor. He nodded at her, moving to sit on the sofa, Rose sitting immediately beside him while the Professor sat on a small one person sofa chair a few feet to the right of Rose.

"Right then!" the Doctor grinned, "Nice and comfy, at Her Majesty's leisure!" he turned quietly to Rose, "Union Flag?"

"Mum went out with a sailor," she whispered.

"Oh, ho, ho, hoo!" he laughed, "I bet she did!" he turned back to the room once more, "Anyway, I'm the Doctor and this is Rose and that's the Professor, and you are?"

He turned to Tommy who seemed surprised that he had been noticed, "Tommy."

The Doctor and Rose shifted aside, making a space for Tommy to sit between them, "Well, sit yourself down, Tommy!" he grinned before motioning for the chair to his left against the wall for Rita. All of them looking at the television a moment, "Have a look at this. I love telly, don't you?"

"Yeah, I think it's brilliant!"

"Good man!" the Doctor laughed as they turned to watch the program playing, something about fossils, for a few more moments. The Doctor glanced back around to check on Mr. Connolly, "Keep working Mr. C!" he sniggered as he turned to Rita, his cheerful act slipping as he spoke quietly to her, "Now, why don't you tell me what's wrong?"

Rita hesitated a moment, almost reluctant, "Did you say you were a doctor?"

"Yes I am."

"Can you help her? Oh please, can you help her, Doctor?"

"Now then Rita," Mr. Connolly cut in, apparently having heard her, "I don't think the gentleman needs to know..."

"No, the gentleman does!" the Doctor cut him off.

Rita began to cry, Rose moved forward to sit beside her, comforting her, "Tell us what's wrong and we can help."

Rita's sobs grew louder as she just shook her head helplessly. Rose rubbed her back, trying to calm her while the Doctor and Professor watched, concerned.

"I'm sorry," Rose breathed, "Come on, come on..."

"Hold on a minute!" Mr. Connolly shouted, "Queen and Country's one thing, but this is  _my_  house!" he looked down at the flags in his hand and chucked them down. The Doctor propped his head on his balled fist. He glanced over at the Professor to see her looking uncomfortable with the shouting. He frowned, her home life as a child hadn't been the greatest. Her mother would often leave her home with her father when she was called to the labs and her father he was not a good man by any stretch of the imagination.

The Professor had spent the first eight years of her life terrified of the man and looking forward to the day when the Academy would take her away, it really left a lasting impression on her. He'd first met her at the Academy, a frail, small, quiet girl. Far too frail, small, and quiet. He'd taken to her immediately, become sort of a big brother to her, though, as the years went by and they grew older, those feelings changed drastically.

He shook himself out of his thoughts and focused back on the present, the Professor was making so much progress but this man might just set her back.

"What the…what the hell am I doing?" Mr. Connolly looked down at the fags, "Now you listen here, Doctor!" he stormed over to them, "You may have fancy qualifications, but what goes on under my roof is my business!"

"All the people are being bundled into…" the Professor began, trying to diffuse the situation.

"I am talking!" Mr. Connolly bellowed, making the girl flinch back in her chair, trying to make herself smaller.

The Doctor was on his feet in an instant, shoving the man back from the girl he'd rounded on, "And we're not listening!" he glared at Mr. Connolly, standing in front of the Professor, between the two of them, "Now you, Mr. Connolly, are staring into a deep, dark PIT of trouble if you don't let us help!"

Mr. Connolly stepped back, very shaken by the display of anger directed back at him. Both Tommy and Rita looked scared again, unsure how to react, while Rose looked startled, not having expected such a reaction from the Doctor.

"Doctor," the Professor said quietly as she stood, putting a hand on his arm, turning him back just a bit, "It's alright," he took a very deep breath, trying to calm down. She reached out and took his hand in her own, "I'm fine…" she closed her eyes and leaned her forehead on his shoulder, "Relax."

Rose frowned at their moment but held her tongue, she could see that the Doctor needed to calm down.

The Doctor shut his eyes, forcing himself to relax, it wouldn't do well if  _he_  scared the Professor too. He snapped his eyes open and looked at Mr. Connolly, barely managing to keep back his anger, "So I'm ordering you, sir," he continued, his voice calm though strained, "To tell us what's going on."

Mr. Connolly blinked rapidly, trying to think of something to say, when a banging noise sounded above them. Everyone looked upwards. Tommy looked around nervously as Rita sighed, shaking her head.

"She won't stop," Mr. Connolly mumbled as the banging grew louder, "She never stops."

Tommy stepped forward.

The Doctor and Professor looked over at him, waiting for him to speak, "We started hearing stories," Tommy began, his voice shaking, "All round the place. People who've...changed. Families keeping it secret 'cos they were scared," Rita looked down, slightly scared while Mr. Connolly seemed a bit ashamed, "The police started finding out. We don't know how, no one does. They just...turn up, come to the door and take 'em. Any time of the day or night."

"Show us," the Professor said, stepping up.

Tommy nodded and led them out of the room, up the stairs, and down a hall to the door at the end, "Gran?" he called as he opened the door slowly, "It's Tommy," he stepped through, allowing the Doctor, Professor, Rose, and his parents to see inside the darkened room, "'S alright Gran, I've brought help."

The old woman was standing by the window, just a silhouette, but then she started to move towards them. Tommy stepped a little further into the room, turning on the light. Rose gasped, seeing that the woman had no face at all, all her features gone, the skin smoothed over.

The Doctor and Professor stepped forward cautiously, the Doctor peering at the blank face. Rose stood nearby while Tommy and Rita stood close together near the door, Mr. Connolly outside the room, grim.

"Her face is completely gone," the Doctor muttered. He reached for the sonic before stopping and looked at the Professor.

She frowned at his look but sighed and stepped forward, reaching out to gently touch the woman's blank face, her eyes closed, brow furrowed in concentration.

"What are you getting?" he asked after a moment.

"There's barely an electrical impulse left," the Professor said quietly, "Almost complete neural shutdown, she's ticking over…" she shook her head, "It's like her brain has been..." her eyes snapped open, staring at the woman in concern, "Wiped clean."

"What're we gonna do?" Tommy called over to them, "We can't even feed her!"

Before anyone could respond there was a crash downstairs, someone breaking the door down.

"We've got company..." Rose called.

"It's them!" Rita gasped, "They've come for her!"

"What was she doing before this happened?" the Professor looked over at Rita, "Where was she?"

Rita hesitated at the sound of the police running up the stairs.

"Tell us, quickly," the Doctor said, "Think!"

"I can't think!" Tommy shook his head, "She doesn't leave the house! She was just…"

He was cut off by a big burly man striding into the room with another officer at his back.

"Hold on a minute!" the Doctor stepped forward, "There are three important, brilliant, and complicated reasons why you should listen to me. One…"

The burly man listened no more, punching the Doctor clear across the face, hard, sending him to the floor unconscious.

"Doctor!" Rose cried, but before she could do anything, the Professor took care of it.

The burly man moved to pull his arm back from the swing when the Professor grabbed it, twisting it behind him and using the force of the twist to trip the man onto his knees. With one quick jab to the center of his back the man fell to the floor, groaning in pain. Rose's eyes widened in horror as the officer rushed at the Professor, moving to restrain her. She would have none of it though and ducked beneath a swing, elbowing the man in the side of the ribs, forcing him to stumble back. The burly man had managed to push himself up, grabbing the Professor from behind as she was distracted by the officer, holding her arms locked to the side of her body, holding her tightly enough to free up his other hand, covering her nose and mouth till she fell unconscious while the officer threw a blanket over Tommy's Gran and pulled her towards the door.

"Leave her alone!" Rita shouted for both her mother and the woman who'd tried to protect them.

But they just barged past, shoving Rita out of the way as they left, taking the aggressive female with them.

"Mum!" Rita shouted as she and Tommy tried to follow after the men, Rose knelt at the Doctor's side, trying to rouse him, still able to hear the Connollys downstairs.

"Doctor!" she shouted, shaking him, "Doctor!"

"Don't hurt her!" Rita screamed, "Either of them!"

"Back inside, Rita!" Mr. Connolly ordered.

"She's my mother!"

"Back inside now, I said!"

Rose slapped the Doctor and suddenly he sat up, "Ah, hell of a right hook!" he exclaimed, "Have to watch out for that!" he looked around only to see him and Rose, "Where's the Professor?"

"I…I don't know what happened," Rose shook her head, "One minute she was fine and then they punched you and she just went nutty on them!"

"She attacked them?" he asked, his voice growing alarmed. Rose nodded, "We need to help her!"

He scrambled to his feet and ran towards the door, Rose following after, "But  _she_  attacked them!"

"It was a conditioned reaction," he shouted back at her as they ran down the hall, "During the war all Academics were taken for specialized training. The High Council thought that they could create the optimal soldiers from them. Using their minds to win battles," he raced down the stairs, "They were forced to learn strategy, efficiency, angles, tactics, weapon control, combat…they were trained to be the best soldiers. Seeing me attacked must have brought out the training, it's not her fault."

"The war was really that bad?" Rose breathed, shocked by how brutal it sounded, to have that sort of skill and training forced on you. She stopped, glancing into the living room when something caught her eye.

"You have no idea," he muttered, racing out the front door only to see the car driving off, a blanketed woman in the backseat along with the unconscious Professor.

"Don't fight it, back inside!" Mr. Connolly was still trying to control his family.

The Doctor just pushed his way past the man and ran over to the moped, "Rose, come on!"

"Get back inside!" Mr. Connolly shouted at his family.

"But Dad, they took her!" Tommy cried.

"Go back inside, don't fight it..."

"Rose, we're gonna lose them again!" the Doctor called, strapping on his helmet.

"Dad, they took her!" Tommy struggled against his father, "That was Gran and they took her!"

"Come on, back inside now," Mr. Connolly pushed his son back towards the house.

The Doctor cast one more look at the house, waiting for Rose just one more second, before he just couldn't anymore. Every moment spent there was another chance that they'd lose the car. He quickly revved the engine and took off after it.

He ended up stopping at the very same dead end as before, the red wall, the wagon, the same two workmen sweeping the street...in the dead of night. He shook his head, it was much more obvious now.

"Oh, very good!" he muttered, watching the men, "Very good!"

Now he just had to figure out a way inside. He winced a bit, he'd promised himself that the Professor would figure all this out…but surely he could allow himself  _one_  little cheat…

With a nod he parked the moped at the side of the street and crept around the building, looking for a way in. Eventually he came to a small gate in the side of the wall and, with a quick flash of the sonic, slipped in.

It was a warehouse of sorts. There were two police men locking a cage-like gate, the burly winced as he moved, putting a hand on his back while a thin man in a hat nodded at him before leading him away.

He couldn't help but grin, knowing the Professor had had something to do with the man's discomfort. Served them right for kidnap and assault.

He waited till they were gone before he headed over to see the cage held several dozen people. He squinted through the darkness to see someone had been laid down near the back of the cage, someone in a blue skirt…the Professor!

He quickly flashed the sonic over the lock and walked in, pausing only at the realization that all the people had no faces. They were just standing there, clenching and unclenching their fists in an almost mechanical way. He made his way past them and over to the Professor's side.

"Kata," he whispered, shaking her gently, not wanting to startle her awake and trigger her training, "Kata, wake up."

"Theta?" she breathed, her eyes fluttering open.

"It's me," he nodded, helping her sit up.

"What happened?" she rubbed her head.

"Your training kicked in," he told her, helping her stand, "They knocked you out, brought you here."

She nodded, "Um…Doctor…" she pointed behind him. He turned to see all the people were now shuffling towards them. He stepped back, standing in front of her protectively when suddenly a light flared up behind them. They looked over, squinting though the light to see the man in the hat, with the burly man and officer on either side of him, standing in front of the headlights of their car.

"Stay where you are!" the hatted man ordered.

~8~

"Start from the beginning, tell me everything you know," the man in the hat said as he stood over the Doctor and Professor, who sat on the other side of his desk.

"Well..." the Doctor began, "For starters...I know you can't wrap your hand around your elbow and make your fingers meet."

"You're being facetious," the Professor whispered to him.

He just pointed at the Doctor, reprimanding, "Don't get clever with me. You were there today at Florizel Street, and you," he turned his finger on the Professor, "Assaulted two officers. And now breaking into this establishment. You're connected with this. Make no mistake."

"Well, the thing is,Detective Inspector Bishop…" the Doctor began.

"How do you know my name?"

The Professor nodded at the man's neck, "It's...written inside your collar."

Bishop looked embarrassed, adjusting his collar.

"Bless your mum," the Doctor smirked, "But, I can't help thinking, Detective Inspector, you're not exactly doing much detective inspecting. Are you?"

"I'm doing everything in my power," Bishop defended.

"All you're doing is grabbing those faceless people and hiding them as fast as you can," the Professor argued, "Orders from above? Coronation Day...the eyes of the world are on London Town...so any sort of problem just gets swept out of sight."

The Doctor nodded at her, smiling encouragingly at her to keep going. Bishop looked slightly irritated at how a girl had seemed to glimpse inside their issues.

"The nation has an image to maintain," he stated.

"Doesn't it drive you mad?" the Doctor cut in, unable to help himself, "Doing nothing? Don't you wanna get out there and investigate?"

"Course I do but..." he sat down, weary, "With all the crowds expected, we haven't got the manpower. Even if we did...this is...beyond anything we've ever seen," he sighed, helpless, "I just don't know anymore. Twenty years on the force..." the Doctor and Professor glanced at each other, listening intently, "...I don't even know where to start. We haven't the faintest clue what's going on."

"Well...that could change…"

"How?" Bishop looked at him.

The Doctor stood, now looking down at Bishop, "My friend here, code name the Professor," he gestured at the woman still sitting down, "Is absolutely brilliant at figuring things out," he shot her a cheeky grin before turning back to Bishop, "Start from the beginning. Tell her everything you know."

~8~

The Doctor, Professor, and Bishop were standing by a large map on a stand, "We started finding them about a month ago," Bishop explained, "Persons left sans visage. Heads just...blank."

"Is there any sort of pattern?" the Doctor frowned, as the Professor examined a file.

"Yes, spreading out from North London. All over the City. Men, women, kids...grannies...the only REAL lead is there's been quite a large number in…"

"Florizel Street," the Professor finished with a glance up at the map.

There was a knock on the door and they all looked up as a policeman entered, "Found another one, sir," he opened the door wider, ushering in a blanket covered figure. The Professor put down the file, her eyes widening as they saw a familiar pink skirt peeking out of the bottom with matching pink shoes.

"Oh, er, good man, Crabtree," Bishop nodded, "Here we are, Professor…" the Doctor walked slowly over to the figure, the Professor at his side, both of them not wanting it to be true, "Take a good look. See what you can deduce."

The policeman took the blanket off, revealing Rose sans face. The Doctor's eyes widened in horror as he saw her, "Rose."

"Do you know her?" Bishop frowned, seeing their reactions.

"Know her?" the Doctor shook his head in disbelief, "She..." he swallowed hard, looking straight at her featureless face.

"They found her in the street, apparently," Crabtree informed Bishop, "Over at Master Square, abandoned."

"That's unusual, that's the first one out in the open," Bishop remarked, "Heaven help us if something happens in public tomorrow for the big day, we'll have Torchwood on our back, make no mistake."

The Professor looked over at the Doctor, gazing down at Rose, heartbroken.

"They did what?" he asked suddenly, angry.

"I'm sorry?" Bishop looked over.

"They left her where?" he asked, forcing himself to try and remain calm.

"Just...in the street."

"In the street. They left her in the street. They took her face and just chucked her out and left her in the street…"

His hand was already reaching for his sonic, preparing for war against whoever had done it, when he caught sight of the Professor out of the corner of his eye and froze. He'd promised…he'd already given himself one cheat…she needed this…but would she be able to handle it? And this was Rose…he…

"Alright," the Professor said quietly. He looked over at her, startled out of his thoughts. She looked up at him, "I'll do it," he looked at her, confused, "I won't let my fear keep you from helping Rose," she swallowed hard, "I'll figure it out."

He nodded at her, so, so thankful. She was going to force herself to think, to save Rose, for him…

She nodded back at him before grabbing his hand and pulling him out the door.

~8~

They rang on the doorbell of the Connolly house, the door opening moments later to reveal Tommy.

"Tommy," the Professor smiled a bit in greeting, "I need to know exactly what happened inside your house."

Tommy nodded, stepping out and shutting the door behind him only for it to be yanked open by his father, "What the blazes do you think you're doing?" the man demanded, glaring at his son.

"I wanna help, dad," Tommy said.

"Mr. Connolly..." the Professor tried to cut in.

"Shut your face, you," he rounded on her, forcing her to take a small step back. The Doctor took her hand quickly, offering her strength, "Whoever you are we can handle this ourselves," he turned back to Tommy, "Listen you, little twerp. You're hardly out of the bloomin' cradle, so I don't expect you to understand. But I've got a position to maintain. People round here  _respect_ me. It MATTERS what people THINK!"

"Is that why you did it, dad?" Tommy frowned.

Mr. Connolly actually looked taken aback for a moment, "What d'you mean? Did what?"

"You ratted on Gran. How else would the police know where to look? Unless some coward told them..."

"How DARE you? You think I fought a war just so a mouthy little scum like you could call me a coward?"

"You don't get it, do you? You fought AGAINST fascism, remember? People telling you how to live, who you could be friends with, who you could fall in love with, who could live and who had to die. Don't you get it? You were fighting so that little twerps like me could DO what we want. SAY what we want. Now you've become just like them. You've been informing on everyone, haven't you? Even Gran. All to protect your precious reputation."

"Eddie...is that true?" Rita asked from inside, coming to the doorway.

"I did it for US, Rita!" he turned to her, "She was FILTHY. A filthy, disgusting THING!"

"She's my  _mother_. All the others, you informed on all the people in our street, our friends."

"I had to. I did the right thing..."

"The right thing for us? Or for you, Eddie?" Mr. Connolly stared at her as she turned to her son, "You go, Tommy. You go with the Professor and the Doctor, do some good. Get away from this house. It's poison. We had a ruddy monster under this roof, alright, but it weren't my mother!"

She turned to head back into the house, close to tears at that point, slamming the door in her husband's face.

"Rita?" Mr. Connolly called weakly.

The Professor reached out, taking Tommy's hand and gently tugged him with her towards the street. They walked past loads of people, busy preparing for a street party to follow the coronation.

"Tommy, tell us about that night," the Doctor said, "The night she changed."

"She was just watching the telly," Tommy shrugged.

"Rose said it," the Professor nodded, looking up at the antennas, "She guessed it straight away. All these aerials in one little street, how come?"

"Bloke up the road, Mr. Magpie. He's selling them cheap."

The Professor's eyes widened as she took off down the road, the Doctor, Tommy, and Bishop following after her.

"We need to get in," she muttered, looking at the door to Mr. Magpie's shop before turning to the Doctor and pulling his sonic out of his jacket, flashing it across the lock, gaining them entry.

"Hey, you can't do that…" Bishop protested the breaking of the lock.

The Doctor ignored him, as did the Professor, the two of them striding in, looking around for Magpie.

"Shop?" the Doctor yelled, pressing the bell on the counter repeatedly, "If you're here, come out and talk to us! MAGPIE?"

"Maybe he's out?" Tommy suggested.

"Looks like it..." the Professor glanced around before heading behind a desk, rummaging through it, the Doctor did the same behind the counter. He pulled open a draw and found a sort of device that looked like a cross between a portable radio and a TV.

"What do you make of this?" the Doctor called, tossing the device to the Professor.

"This isn't right," the Professor shook her head, examining the small device closely, "This is very much not right…" she ran her hand over it lightly, "Iron? No…Bakelite," she put it down on the counter, holding the sonic to it as she continued her assessment, "Put together with human hands, yes, but the design itself..." she flashed it to confirm.

"That's incredible," Bishop commented, looking down at it, "It's like a television, but portable. A portable television!"

The Professor frowned, the scan of the sonic picked up something else. She lifted it and pointed it around the room, the televisions turned on by themselves to static, "It's not the only power source in this room..." she flipped it to another setting and the static on the televisions faded, revealing a different face on each screen. They all looked terrified, mouthing pleas for help. Slowly the group walked towards them, eyeing them all.

"Gran?" Tommy breathed, stopping in front of an old woman's face.

"Doctor…" the Professor gasped. He looked over to see her looking down at the bottom row of TVs, where Rose's face was calling 'Doctor' over and over. He knelt down, gazing at it sadly, so regretful that this had happened to her.

"We're on the way," he promised her.

"What do you think you're doing?" someone shouted. They looked up to see Mr. Magpie emerge from the back room.

"I want my friend restored," the Doctor rounded on him.

"This is all beyond a little backstreet electrician," the Professor added, a bit more calmly than the Doctor, "Who's really in charge here?"

Magpie flinched as a TV switched from a face in the middle of darkness to a middle aged woman dressed rather nicely, "Yoo hoo!" she called, "I think that must be me," they all turned to face the TV, surprised, "Ooh, these two are smart as paint!"

The Professor moved to approach her when the Doctor caught her arm, pulling her to stand just slightly behind him.

"Is she talking to us?" Bishop asked.

"Sorry ladies and gentlemen," Magpie sighed, "I'm...I'm afraid you've brought this on yourselves. May I introduce you to my new...friend."

"Jolly nice to meet you," the woman smiled.

"Oh my God, it's her, that woman off the telly," Bishop remarked.

"No," the Professor shook her head, "It's just using her image."

"What...what are you?" Tommy asked the woman on the screen.

"I'm the Wire," she smirked, "And I will gobble you up, pretty boy. Every last morsel. And when I have feasted, I shall regain the corporeal body, which my fellow-kind denied me."

The screen turned technicolor.

"Good Lord…color television!" Bishop gasped, more impressed by the fact it was in color than the fact that there was a psychotic alien operating through it.

"So your own people tried to stop you?" the Doctor asked.

"They executed me," the Wire replied, "But I escaped, in this form, and fled across the stars."

"And now you're trapped in the television," the Doctor smirked as the Wire's faded, turning her back to black and white.

"Not for much longer."

"Is this what got my Gran?" Tommy frowned.

"Yes," the Professor nodded, "It feeds off the electrical activity of the brain, but it can't stop there. She takes people's faces, their essences…"

"It stuffs itself," the Doctor glared, "Like an overfed pig!"

"And you let her do it, Magpie?" Bishop turned to the man.

"I had to!" he exclaimed, "She allowed me my face! She's promised to release me at the time of manifestation."

"What does that mean?" Tommy shook his head, confused.

"The appointed time," the Wire grinned, "My crowning glory."

"The coronation!" Bishop gaped.

"For the first time in history, millions gathered around a television set," the Professor nodded, having worked it out. She glanced at Bishop and Tommy, "But she's not strong enough yet. She can't do it all from here. It's why she needs this," she held up the small portable television, "Something more powerful that can turn a big transmitter into a big receiver."

"What a clever thing you are!" the Wire tilted her head as she tried to examine the girl partially hidden behind the Doctor, "But why fret about it? Why not just relax? Kick off your shoes and enjoy the coronation. Believe me, you'll be glued to the screen."

Lines of red sparking light suddenly appeared around the TV, shooting out and pulling at the Doctor, Tommy, and Bishop's face, the Professor out of range behind the Doctor.

"Professor!" Tommy and Bishop shouted.

"No!" the Professor cried.

"Hungry!" the Wire moaned, "Hungry! The Wire is hungry! Ah! This one is tasty!" the red light attached to the Doctor grew brighter, "Oh! I'll have lashings of him! Delicious! Ah!"

The Professor looked around frantic for a moment before doing the only thing she could think of. She jumped in front of the light sucking at the Doctor's face.

The Wire's eyes widened in fear, "No! No! Horrible! Get back! Withdraw!"

The light pulled away suddenly, all of them falling to the ground, the men unconscious, while the Professor was dazed.

"The box, Magpie!" the Wire shouted, "The box!" Magpie darted forward, yanking the portable TV away from the Professor, holding it up to the TV, "Hold tight..."

"No!" the Professor shouted, grabbing the side of her head, "Don't!"

But it was too late.

The Wire jumped out of the TV and into the portable one, "Conduct me to my victory, Magpie!"

"No!" the Professor cried as Magpie ran out. She closed her eyes a moment, trying to get the room to stop spinning, before turning to the Doctor, "Doctor!" she shouted, shaking him, "Doctor!"

He rolled onto his side, pushing himself up only to see Bishop had lost his face, but Tommy was alright, "Tommy, wake up!" he called, "Tommy! Come on!"

"What happened?" Tommy groaned.

"Where's Magpie?" the Doctor turned to the Professor, helping her up, catching her as she swayed, trying to gain her bearings.

"He ran," she answered, "I couldn't stop him."

The Doctor nodded and they ran outside trying to catch a glimpse of Magpie's van retreating, but got nothing.

"We don't even know where to start looking, it's too late," Tommy breathed.

"It's never too late, as a wise person once said," the Doctor quoted.

"Kylie I think..." the Professor remarked.

"But the Wire's got a big plan...so it'll need..." he turned to the Professor.

"Um," she shook her head of the last bit of fuzziness, "It's got to harness half the population...millions and millions of people..." she looked around for something, "There!" she pointed, "Alexander Palace, biggest TV transmitter in North London!"

"What are you going to do?" Tommy asked, as the Professor dashed back inside.

"What women always do," the Doctor grinned, watching her go, "Shop!"

"Oi!" the Professor called, insulted, before chucking what looked like a television dial at his head.

~8~

"How did you do it?" Tommy asked as the Professor, the Doctor, and he scoured the shop for the items the Professor said they needed.

"Do what?" she asked, not looking up as she rummaged through the drawers.

"Get her to withdraw."

"I think I scared her."

"You?" Tommy asked, incredulous, as he glanced at her, trying to see what could have been so scary.

"I've done a lot of scary things in the past Tommy," she admitted, glancing up at him, "Does that frighten you?"

"No," he said quickly, "'Cos I bet, even if you had to do scary things, you did it to help people."

"That she did," the Doctor called, putting a piece of equipment on the small but growing pile.

The Professor sent him a little smile.

Tommy looked back down at the drawer he was looking in, "Is this what you want?" he held up a small device.

"Perfect!" the Professor nodded, "Right, I need one more thing…" she scooped up the equipment and handed it to the Doctor before racing out the back of the shop.

~8~

The Doctor, Professor, and Tommy ran down the street as fast as they could towards Alexander Palace.

"There!" Tommy shouted, pointing up at the pylon. They looked up to see Mr. Magpie climbing up it.

"Come on!" the Doctor shouted and they were off again.

"Whoa, whoa, whoa!" one of the guards called, seeing them coming, "Where do you think…" the Doctor just held up the psychic paper, "Oh! I'm sorry sir, madam! Shouldn't you be at the coronation?"

"They're saving us a seat," he shouted back as they rounded a corner.

"Who did he think you were?" Tommy asked.

The Professor nicked the paper and looked at it, "The King and Queen of Belgium?"

"Not a time to be picky!" the Doctor reminded her as they ran into the control room. As soon as they were in, the Professor ran around the room, gathering the rest of the equipment she would need while Tommy stood before the TV control machine.

"Keep it switched on," the Professor turned to him, attaching the last bit of equipment as she tossed the Doctor a sort of connecting wire to drag out with them, "Don't let anyone stop you, Tommy. Everything depends on it. You understand?"

Tommy nodded.

She and the Doctor dashed out of the room, sprinting back past the guard, trailing a stream of magnetic recording tape behind them from a reel in the Doctor's hand. They ran up the metal stairs towards the pylon, pausing only a moment at the base.

"It's gotta be you," the Doctor said, putting the reel around her like a purse, "You've got to see it through."

She nodded, looking up at the intimidating pylon before running to it and starting her climb up after Magpie, leaving the Doctor to watch from the roof.

"You'll get yourself killed up there!" the guard shouted, seeing her, "Your Majesty!"

She had gotten about halfway up when the entire tower started to crackle with red energy. She looked up to see Magpie had reached the top, so she pushed herself harder.

"Feasting…" she could hear the Wire moan as she approached, "The Wire...is feasting!"

"It's too late!" Magpie shouted down to her, "It's too late for all of us!"

"I shall consume you...Professor!"

The Professor cried out in pain as she was blasted in the face with red light.

"No!" the Doctor yelled, just barely managing to keep himself from running to the pylon and climbing up as well.

"I won't let you do this, Magpie!" the Professor shouted, forcing herself to keep going.

"Help me Professor!" he cried, "It burns! It took my face…my soul!"

"You cannot stop the Wire," the Wire laughed, "Soon I shall become manifest."

The Professor winced as she was blasted again.

"Professor!" the Doctor shouted, his hearts giving a painful zing at the sight.

"No more of this!" Magpie pleaded to the Wire, "You promised me peace!"

"And peace you shall have," the Wire remarked as a red bolt struck the man, blowing him to bits in a shower of thousands of particles. She laughed as he screamed and died.

The Professor reached out, trying to touch the portable TV, but was zapped again by the red sparks. She just grit her teeth and picked up the TV once more, getting painfully shocked.

"Kata!" the Doctor called, his hearts nearly stopping at the sight of her getting electrocuted.

She just grabbed a switch and inserted it into the TV but nothing happened.

"Oh dear!" the Wire laughed, "Has your little plan gone horribly wrong, Professor?"

"Come on Tommy," she breathed as the Doctor watched, horrified.

Suddenly the light beams retreated from the pylon, right back into the Wire's portable television. The Professor looked down at it as the alien writhed and wailed in pain, thwarted. With one last piercing shriek the television switched off. She stared at it a moment before turning and resting her head on the cool metal of the pylon, letting out a little laugh. She had done it.

"You did it!" the Doctor whooped from below, echoing her sentiments.

She looked down, a smile on her face, before she quickly turned away, closing her eyes and grabbing onto the pylon, rigid.

The Doctor frowned, squinting up at the action before his eyes widened and he quickly ran for the pylon, climbing up it.

The Professor had had a paralyzing fear of heights during her first incarnation. The only time she seemed able to deal with it was when he'd been there to coach her through whatever experience it was. And adding that to the running and thinking and everything else that had been thrown at her today…the height had been the last straw. He should have climbed the pylon, not her.

~8~

Tommy was watching the coronation on one of the screens when they returned to the control room. The Doctor had his arm around the Professor as she shook terribly. He'd just barely managed to get her down from the pylon, which was oddly not as easy getting down as going up. He'd already sworn to himself they were going to take a nice calming trip later, maybe to the Eye of Orion, just to settle her nerves.

"What have we missed?" the Doctor asked.

Tommy spun around, startled, "Doctor! Professor! What happened?"

"Sorted! Electrical creature, TV technology, clever alien life form…that's the Professor by the way," he grinned at her, earning a small, though tense, smile, "She turned the receiver back into a transmitter and trapped the Wire in here," he walked over to the device the Professor had made and popped it open to reveal a videotape, "You," he looked at her, mock chastisingly, "Just invented the home video 30 years earlier. Betamax."

"At least it wasn't the banana daiquiri 300 years early eh?" she tried to joke, managing a weak smile.

The Doctor laughed at that, his attention returning to the TV, "Oh look! God save the Queen, eh?"

~8~

They were walking back to the Connolly home to see loads of people milling around, reuniting with their missing, formerly faceless, loved ones.

"Gran!" Tommy shouted, running over as he spotted his grandmother.

"Look, it's my grandson!" she beamed, hugging him, "Oh son!"

The Doctor scanned the crowd for Rose, spotting her just as she spotted him. A wide smile spread across his face at the sight of her being able to smile back at him. He turned to the Professor who he still had an arm around, "Thank you," he said to her quietly, not having noticed Rose's smile start to fade at his shift in attention.

"No problem," she replied, just as quietly as they started to walk over to Rose again. As soon as they were close enough the Doctor scooped her into a hug, lifting her right off the ground, making her laugh as she hugged him back, the Professor watching from the side.

~8~

50s music was playing while everyone on the street danced and talked, just enjoying the celebration. There were lines of tables with food and pastries, cakes and drinks, anything and everything. Rose walked beside the Doctor, his arm around the Professor, who had taken to hugging herself in her sweater.

"We could go down the mall, join in with the crowd," Rose suggested.

"Nah, that's just pomp and circumstance," he said, eating a Victoria sponge, "This is history right here."

"The domestic approach," the Professor joked.

"Exactly!"

"Will it..." Rose hesitated, "That thing...is it trapped for good, on video?"

"Oh you shoulda seen it Rose," he beamed, "As soon as you'd been taken the Professor stepped up, she figured out it was the TVs and Magpie, stood up to the Wire, scaled a TV pylon, all to save you. She was incredible," he squeezed the woman in question in praise, earning a blush from her.

"Yeah," Rose smiled tensely. She couldn't help but feel like the Professor had only done it to make herself look better in the Doctor's eyes. Sure, she had told Rose that she wouldn't stand in the way of her and the Doctor, but after today…she just couldn't shake the feeling that, maybe, she hadn't been completely truthful, "Thanks."

"You're welcome," the Professor replied, just happy that she'd gotten a 'thank you' from the woman, forced though it was.

"Just to be on the safe side though," the Doctor continued, not seeming to have noticed the tension, "I'll use my unrivaled knowledge of trans-temporal extirpation methods to neutralize the residual electronic pattern."

Rose shook her head, "You what?"

"He's going to tape over it," the Professor explained.

Rose gave a real laugh at that, "Just leave it to me, I'm always doing that!"

They spotted Tommy standing by one of the tables and headed over, "Tell you what Tommy," the Doctor greeted, "You can have the scooter. Little present. Best...um...keep it in the garage for a few years though, eh?"

Tommy smiled when something caught his attention over the Doctor's shoulder, "Good riddance."

They looked over to see Mr. Connolly walking down the street, a suitcase in hand.

"Is that it then, Tommy?" the Doctor asked, "New monarch, new age, new world, no room for a man like Eddie Connelly."

"That's right," Tommy nodded, watching his dad, "He deserves it."

Rose nudged his shoulder, "Tommy, go after him."

He looked at her startled, "What for?"

"He's your dad," Rose said as though it explained it all.

"He's an idiot."

"Course he is. Like I said, he's your dad. But you're clever. Clever enough to save the world so don't stop there. Go on!"

She smiled giving him another nudge. Tommy looked over at his dad before looking down, shaking his head. Rose's smile faded, she looked to the Doctor who could only shrug.

The Professor sighed and put her hand on Tommy's arm, "Tommy…I hated my father.  _Hated_  him. I was never good enough for him, he always said I was nothing," she gave a humorless laugh, "Made me feel like I  _was_  nothing," the Doctor reached over and took her other hand, "But I'll tell you what. He's gone now. And despite all that, I  _do_  miss him, because in the end he was  _family_ ," she looked up at him, "Don't destroy this relationship when you have a chance to save it."

Tommy looked her in the eye, seeing the truth of her words. If she could still find some form of love for someone who did that to her, then he could find it in himself to give his dad a second chance. He looked over at his father and ran over to him. The Doctor, Rose, and the Professor looked on as the two men walked side by side, Tommy taking his dad's bag for him. The Professor gave a bitter sweet smile.

The Doctor handed a glass of orange juice to Rose and the Professor, holding it up in a toast. They clinked glasses, smiling as they sipped and enjoyed the afternoon.

* * *

**Notes for the Chapter:**

> So...I've been dropping a few hints about this 'training' the Professor had from the war. Now you know a bit more of what that was about. Those poor Academics. But let me tell you, it's much worse than just simple training for them. But that's a story for another time. I'm trying to slowly bring together the Professor's story, after all, we don't know everything about the Doctor but we do learn more and more as time goes on, so I'm trying to replicate that here. You're also probably wondering why the Professor is able to touch something, like Tommy's Gran, and get a reading like the Doctor's sonic, that's also been hinted at very, very subtly, but that will be explained in more detail around Episode 11, so till then, enjoy :)


	6. The Impossible Planet

The TARDIS materialized inside a rather small area and not at all smoothly as she wheezed, finding it difficult just to arrive. The Doctor, Rose, and the Professor stepped out moments later, looking up at the TARDIS in concern.

"I dunno what's wrong with her," the Doctor remarked, looking at the Professor.

She put her hand on the door, just seeing if she could get a reading off the box, "I can't really read TARDISes," she frowned, "She's sort of...queasy. Indigestion, like she didn't wanna land…"

"Oh, if you think there's gonna be trouble," Rose began seriously, "We could always get back inside and go somewhere else..."

A moment later she and the Doctor burst out laughing while the Professor smiled lightly at them.

"I think..." the Doctor continued, looking around, "We've landed inside a cupboard! Here we go!" he pushed the door open to reveal a sort of walkway area.

"Open Door 15," a computer automatically announced.

"Some sort of base..." the Professor commented, glancing at the design of the corridor.

"Moon base, sea base, space base..." the Doctor agreed, "They build these things out of kits."

Rose frowned, hearing something outside walls, "Glad we're indoors, sounds like a storm out there..." she followed after the Doctor as he pushed open another door.

"Open Door 16."

"Human design," the Doctor added as they walked along, "You've got a thing about kits. This place was put together like a flat-pack wardrobe, only bigger. And easier."

The Professor opened one more door to reveal a sort of canteen area.

"Open Door 17."

"Oh, it's a sanctuary base!" the Doctor called, working it out as he strode into the room to look around. He'd made a promise that after that fiasco with the Wire he wouldn't force the Professor to think for a while, she deserved a break, a well earned rest. She'd improved dramatically but he didn't want to push it.

The Professor followed him in while Rose closed the door behind them.

"Close Door 17."

"Deep space exploration," the Professor nodded.

"We've gone  _way_ out," he grinned, looking down, "And listen to that, underneath..." Rose looked down, hearing a hum of drills, "Someone's drilling."

"Welcome to hell," Rose said, looking up.

"Oh, it's not THAT bad!"

Rose laughed and pointed behind him, "No, over there!"

The Doctor and Professor turned to see the words 'Welcome to Hell' scrawled on the wall as though by spray paint. There were odd symbols written underneath it, giving pause to the two Time Lords.

"Hold on..." he frowned as he and the Professor walked over to it, "What does that say?" he looked at the Professor who could only shake her head at it with a similar frown, "That's weird. It won't translate."

"But I thought the TARDIS translated everything, writing as well?" Rose asked, "We should see English."

"Exactly. If that's not working, then it means...this writing is old. Very old. Impossibly old."

"It's not that…" the Professor said quietly. They looked over at her to see her fingering one of the markings. She looked over to see them watching her, "I mean, yeah, it's old, but that's not why it isn't translating."

"Why not?" the Doctor asked her.

"I recognize the symbols, from a class at the Academy, but it doesn't make sense the order they're in. It's like...the letters are all jumbled up. Like someone took bits and pieces and just put them in any old order. The TARDIS can't translate what doesn't make sense."

The Doctor turned to look at the symbols one more time before standing and heading towards another door, "We should find out who's in charge," he turned the wheel, "If someone's lucky enough…"

"Open Door 19."

The door opened to reveal a small number of aliens on the other side. The Doctor and Rose gasped in shock at the sight, stumbling back a few steps with the Professor. The aliens were white, with tentacles dangling over their mouths, slanted eyes, dressed in grey jumpsuits with a white orb connected to their mouths by a wire.

"Right!" the Doctor blinked, trying to regain his composure at being startled like that, "Hello! Sorry! Uh...I was just saying, uh...nice base!"

"We must feed," the aliens said at the same time, their orbs lighting up.

"You're gonna what?" the Doctor asked, pushing Rose and the Professor behind him.

"We must feed."

"Yeah," Rose swallowed hard, "I think they mean us."

They started backing away as the aliens approached.

"Doctor…" the Professor began, trying to get around him.

"We must feed."

The Doctor pulled the Professor over towards the other door that Rose had run to, only for that to open and more aliens came out.

"We must feed. We must feed. We must feed."

"Doctor," the Professor tried again, but the Doctor just backed up, ignoring her as another door opened and even more aliens walked through, cornering them.

"We must feed. We must feed. We must feed."

The Doctor pulled out his sonic while Rose picked up a chair to defend herself as they approached.

"We must feed. We must feed. We must feed. We must feed. We must feed. We must feed. We must feed."

"Doctor!" the Professor shouted, running in front of them, her hands up, to stand before them, her back to the aliens, "It's alright. They're Ood."

"We must feed," one of the Ood said, before shaking and tapping his orb, "You. If you are hungry."

"Sorry, what?" the Doctor shook his head, looking between the Professor and the Ood.

"They're Ood," she repeated.

"Ood?" the Doctor asked her, looking between her and the Ood again, "As in…Ood?"

The Professor rolled her eyes, "No, as in  _Ood_ ," she replied sarcastically, "Really? Is there any other kind?"

"Oh!" the Doctor grinned, he couldn't help it, his Professor was known for her sarcasm…and it seemed like it was starting to come back, "Ood!"

"What's an Ood?" Rose frowned.

"We apologize," the first Ood said, "Electromagnetics have interfered with our speech systems," Rose watched as the Doctor flipped his sonic and put it away before slowly lowering her chair, "Would you like some refreshments?"

"Um..." the Doctor began to respond.

"Open Door 18."

A door opened and an older man walked through, flanked by a young man and an black woman, both holding guns. He stopped short, seeing them, "What the hell...how did..." he walked over to them in shock, staring at them, as though he couldn't believe what he was seeing. He lifted his arm and spoke into his communication device, "Captain...you're not going to believe this. We've got PEOPLE. Out of nowhere. I mean, real people. I mean three...living...people. Just standing here, right in front of me."

The Doctor, Professor, and Rose glanced at each other, not quiet sure what to make of his words.

"Don't be stupid, that's impossible," came someone's reply.

"I suggest telling THEM that."

"But you're a sort of space base, you must have visitors now and then," Rose reasoned, "It can't be that impossible."

"You're telling me you don't know where you are?"

"No idea," the Doctor grinned, "More fun that way."

The Professor shook her head at him and closed her eyes, focusing on their location.

"Stand by, everyone," a woman came over the communicators, "Buckle down. We have incoming. And it's a big one. Quake Point 5 on its way."

The base suddenly started to shake and tremble, interrupting the Professor's focus. The man ran over to the door he'd come out of and opened it, looking back at them, "Through here!" he called urgently, "Now. Quickly, come on!"

Sirens started to go off as the trio ran forward to follow him through the door with the two other soldiers.

"Now!" he ushered.

They ran through another corridor as it too started shaking, smoke shooting up from the floor, chaos surrounding them. The Doctor groped about and grabbed the Professor's hand as they continued to run down the hall. He knew this couldn't be good for her, it was like combining the crumbling Cybus factory with the dying TARDIS…

"Move it!" the man shouted from behind them, "Come on! Come on, come on!" Rose screamed as she nearly fell over, sparks flying everywhere, "Move it, come on! Quickly! Move it!"

They hurried along, finally reaching the door, throwing themselves through it and into what was clearly a control room for the base. There were various men and women rushing around, all busy working. Three of them, a man, a woman, and a black man, all looked up at them, their mouths dropping open.

The Doctor beamed at them.

"Oh, my GOD," the black man gaped, "You meant it."

"People!" a young woman commented, "Look at that! Real people!"

"That's us," the Doctor nodded, "Hooray!"

Rose smiled at them, "Yeah, definitely real. My name's Rose...Rose Tyler, and…and this is the Doctor and that's the Professor."

The Professor waved a bit.

"Come on..." a young Indian man with shaggy hair strode over to them, "The oxygen must be offline. We're hallucinating. They can't be...no. They're real!"

"Come ON, we're in the middle of an alert!" the black man shouted, shaking himself from his shock, "Danny, strap up, the quake's coming in! Impact in thirty seconds!" the seconds appeared on a computer screen and began to count down as he turned to the trio, "Sorry, you three, whoever you are. Just...hold on. Tight."

"Hold on to what?" Rose asked.

"Anything. I don't care. Just hold on. Ood, are we fixed?"

The Doctor and Rose each took one side of some railings while the Professor braced herself against the door behind them, half sitting on the wheel used to open and close it.

"Your kindness in this emergency is much appreciated," the Ood behind him replied.

"What's this planet called, anyway?" the Doctor asked.

"Now, don't be stupid," one of the women, the older of the two, replied, "It hasn't got a name. How could it have a name?" the Doctor just raised his eyebrows at her, "You really  _don't_ know, do you?"

"And...IMPACT!" the black man cried.

The entire base started to shake violently, the crew, the Doctor, Rose, and the Professor all clinging tightly though it was over fairly quickly.

"Oh, well, that wasn't so bad," the Doctor grinned, standing up.

Suddenly he was thrown backwards as the base shook even more violently than it did before. He clung desperately to the railing. There was a small explosion from one of the consoles, sparks flying everywhere, everyone being tossed around like ragdolls till it finally, officially, stopped.

The Doctor immediately turned to look over at the Professor, hoping another memory hadn't been triggered. She was leaning back against the door, still braced as she had been, half sitting in the wheel, her eyes closed, breathing heavily, he could see her shaking slightly, but she seemed to be hanging on.

"Okay, that's it," the black man stated as the older man who had brought them to the module hurried over with a fire extinguisher, "Everyone alright? Speak to me, Ida?"

"Yeah, yeah!" the woman from before called.

"Danny?"

"Fine," said the Indian man.

"Toby?"

"Yeah, fine," answered a young man in a light blue sweater.

"Scooti?"

"No damage," came the young woman's reply.

"Jefferson?"

"Check!" the older man called.

"We're fine, thanks, fine, yeah, don't worry about us," the Doctor pushed himself up, turning to the Professor, "You alright?"

She took a breath and nodded, "Just…give me a moment."

Rose bit her lip to keep from saying something. She was not at all pleased that the Doctor hadn't asked her how SHE was doing, but she remembered the Professor's reaction to the TARDIS and this was almost worse than that. So she held her tongue.

"The surface caved in," the black man, clearly the captain, stated, bringing up graphics of the base on the screen for them to see, "I deflected it onto storage 5 through 8. We've lost them completely. Toby, go and check the rocket link."

"That's not my department…" Toby began.

"Just do as I say, yeah?" the captain rounded on him. Toby sighed and grudgingly left the room.

"Oxygen holding," Ida reported, "Internal gravity 56.6. We should be okay."

Rose looked around at the noise above them, "Never mind the earthquake, that's...that's one hell of a storm. What is that, a hurricane?"

"You'd need an atmosphere for a hurricane," Scooti shook her head, "There's no air out there. It's a complete vacuum."

"Then what's shaking the roof?"

"You're not joking," Ida blinked, "You really don't know? Well…introductions. FYI, as they said in the olden days. I'm Ida Scott, science officer," she pointed to the captain, "Zachary Cross Flane, acting Captain, sir...you've met Mr. Jefferson, he's head of security. Danny Bartock. Ethics committee."

"Not as boring as it sounds," Danny called as the trio grinned at him, the Professor pushing off the door to stand on her own, feeling slightly more settled.

"And that man who just left, that was Toby Zed, archaeology, and this..." Ida walked over to Scooti and put her hands on her shoulders, "...is Scooti Manista. Trainee maintenance," Scooti smiled at them as Ida walked over to a set of controls, "And this...this is home," she pulled the lever and a whirring sound started.

"Brace yourselves," Zachary warned, "The sight of it sends some people mad."

The room was flooded by a reddish light as an overhead window opened to reveal…

A black hole.

Right above them.

The Doctor and Rose stood amazed, watching as the light was sucked into it, while the Professor frowned, eyeing it closely.

"That's a black hole," Rose breathed.

"But that's impossible," the Doctor said in disbelief.

"I did warn you," Zachary remarked.

"We're standing under a black hole," the Professor blinked.

"We're in orbit," Ida added.

"But we can't be..." the Doctor stated.

"You can see for yourself. We're in orbit."

"But we CAN'T be!"

"The planet is suspended in perpetual geostationary orbit around the black hole without falling in," the Professor stated before looking at the Doctor, "We  _are_  in orbit."

"How did you know that?" Ida asked, shocked, the girl had taken the words right out of her mouth.

The Professor looked back up at the black hole, "Well, we're clearly not moving, but other things are around us, and that is a black hole…we're the same distance away…"

The Doctor grinned and took her hand, "You're doing much better."

She smiled, "You owe me quite a few Pora for this."

"And us being in orbit around a black hole…" Rose cut in, "That's bad, yeah?"

"That doesn't cover it..." the Doctor sighed.

"A black hole's a dead star," the Professor explained, "It collapses in on itself, in and in and in…"

"Until the matter's so dense and tight it starts to pull everything else in too."

"Nothing in the Universe can escape it."

"Light…gravity... time..."

"Everything just gets pulled inside…and crushed."

"Do you always do that?" Ida asked, eyeing the two of them oddly as they finished each others sentences.

"Sorry," they said at the same time.

"So, they can't be in orbit," Rose tried to reason, "We should be pulled right in."

"We should be dead," the Doctor corrected.

"And yet...here we are," Ida sighed, "Beyond the laws of physics. Welcome on board."

"But if there's no atmosphere out there, what's that?" Rose pointed up at a small series of clouds rapidly speeding towards the black hole.

"Stars breaking up, gas clouds...we have whole solar systems being ripped apart above our heads before falling into that thing."

"So, a bit worse than a storm, then?"

"Just a bit."

"Just a bit, yeah," Rose let out a shuddering breath as the base shook again.

~8~

Rose looked up as Toby walked back into the control room. She, the Doctor, and the Professor crowded around the control panel as Zachary brought up their schematics to view on a hologram.

"Close Door 1."

"The rocket link's fine," Toby announced.

Zachary nodded, tapping a button and showing the black hole, the Doctor pulled on his glasses, "That's the black hole officially designated K37 Gen 5."

"In the scriptures of the Falltino," Ida continued, "This planet is called 'Kroptor.'"

"The bitter pill," the Professor translated.

Ida nodded, "And the black hole is supposed to be a mighty demon. It was tricked into devouring the planet, only to spit it out. Because it was poison."

"The bitter pill," Rose remarked, "I like that."

"We are so far out," the Doctor commented, looking at the diagram, "Lost in the drifts of the Universe, how did you even GET here?"

"We flew in," Zachary said, "You see..." he pressed a few more buttons, bringing up a hologram of the planet, a ring of red lights emanating out of it like a funnel, "This planet's generating a gravity field. We don't know how, we've no idea, but...it's kept in constant balance against the black hole. And the field extends out there," he gestured to the diagram, "As a funnel. A distinct gravity funnel, reaching out into clear space. That was our way in."

"You flew down that thing?" Rose grinned, "Like a rollercoaster."

"By rights, the ship should've been torn apart. We lost the Captain...which is what put me in charge..."

"You're doing a good job," Ida said consolingly.

"Yeah," Zachary scoffed, "Well, needs must."

"But if that gravity funnel closes, there's no way out," Danny called from his position near Scooti, looking at paper diagrams.

"We had fun speculating about that," Scooti remarked dryly.

"Oh, yeah," Danny rolled his eyes, "That's the word," he whacked Scooti on the head with the scroll, "'Fun.'"

"But that field would take phenomenal amounts of power, right?" the Doctor shook his head, looking at the Professor who could only nod, "I mean...not just big, but off the scale! Can I..." he gestured to the controls.

"Sure," Ida pushed a calculator over to him, "Help yourself."

One of the Ood walked over to Rose, handing her a cup, "Your refreshment."

"Oh yeah, thanks," she smiled, taking it, "Thank you. I'm sorry, what was your name?"

"We have no titles. We are as one."

Rose watched as it walked off before approaching Danny and Scooti, "Um, so, those are…Ood right?"

"Yup," Danny nodded, "They work the mine shafts. All the drilling and stuff. Supervision and maintenance! They're born for it. Basic slave race."

"You've got slaves?"

"Don't start, she's like one of that lot," Scooti cut in, amused, "Friends of the Ood."

"Well maybe I am, yeah. Since when do humans need slaves?"

"But the Ood offer themselves," Danny explained, "If you DON'T give them orders, they just pine away and die."

Another Ood approached Rose as she turned to it, "Seriously? You like being ordered about?"

"It is all we crave," the Ood stated.

"Why's that, then?"

"We have nothing else in life."

"Yeah, well I used to think like that. A long time ago."

"There we go," the Doctor remarked, looking down at the calculator before glance up at the Professor across from him, "D'you see? To generate that gravity field, and the funnel, you'd need a power source with an inverted self-extrapolating reflex of six to the power of six every si…"

"Six seconds," the Professor finished. The Doctor just gave her a slightly miffed look, though there was a humor in his eyes. She was always doing that on Gallifrey, figuring out calculations before him, "Told you," she smirked lightly, "You can't think as fast as me."

"That's a lot of sixes," Rose commented.

"And it's impossible," he added.

"It took us two years to work that out!" Zach cried, looking between the two of them, shocked that one had even managed to figure it out without a calculator.

"I'm very good," the Doctor answered modestly before nodding at the Professor, "She's better."

"But...that's why we're here," Ida smiled, "This power source is ten miles below through solid rock. Point Zero. We're drilling down to try and find it."

"It's giving off readings of over ninety stats on the Blazen Scale," Zach added.

"We could revolutionize modern science!"

"We could use it to fuel the Empire," Jefferson smiled.

"Or start a war," the Doctor remarked, taking off his glasses.

"It's buried beneath us," Toby muttered, "In the darkness...waiting..."

"What's your job?" Rose looked over at him, "Chief...dramatist?"

The Doctor smirked at that.

"Well, whatever it is down there is not a natural phenomena," Toby glared at her, "And this, er, planet once supported life. Eons ago, before the human race had even learned to walk."

"We saw that lettering written on the wall," the Doctor looked at him, "Did YOU do that?"

Toby nodded, "I copied it from fragments we found on the earth by the drilling."

"I knew it," the Professor whispered to the Doctor.

"But I can't translate it."

"No, neither can I," the Doctor remarked.

"I might be able to," the Professor spoke up after a moment's hesitation, "Could I see whole fragments?"

Toby blinked before nodding enthusiastically, "Yeah, of course. Just let me find the best specimens first, yeah?" she nodded, "'Cos there was some form of civilization. They buried something. Now it's reaching out. Calling us in."

The Doctor grinned at them broadly, "And you came."

"Well, how could we not?" Ida reasoned as Zachary switched off the hologram.

"So, when it comes right down to it, why did you come here? Why did you do that? Why? I'll tell you why. Because it was THERE. Brilliant. Excuse me, ah, Zach, wasn't it?"

"That's me," he nodded.

"Just stand there, 'cos I'm gonna hug you. Is that alright?"

The crew looked at him as though he were mad.

"I s'pose so," Zach said after a moment.

The Doctor started edging towards him, "Here we go. Coming in," before he threw his arms around Zach and clutched him, beaming, "Ah, human beings, you are amazing!" the Professor shook her head at his enthusiasm, "Ha!" Rose laughed as he finally released Zach, "Thank you."

"Not at all," Zach said, trying to hide a smile from the amusing man.

"But apart from that, you're completely mad. You should pack your bags and get back in that ship and fly for your lives."

"You can talk!" Ida shot back with a laugh, "And how the hell did YOU get here?"

"Oh, I've got this um...this...it's hard to explain, it just sort of...appears…"

"We can show you," Rose said eagerly, "We parked down the corridor from um...oh, what's it called? Uh, habitation area..."

"Three."

"Three. Three."

"Do you mean storage six?" Zach asked.

"Uh, it was a bit of a cupboard, yeah," the Doctor grinned.

"Storage five to eight," the Professor breathed, her eyes wide.

The Doctor looked over at her, confused for a moment, before recalling where the words had come from. He quickly turned and ran out of the room, the Professor following after him with a slightly confused Rose on their tail.

"What is it?" Rose shouted, "What's wrong?"

The Doctor just worked on opening Door 19 to the canteen.

"Open Door 19."

And sprinted across the room.

"Close Door 19."

He tried to spin the wheel to open the door back to the other corridor, "Stupid doors, come ON!"

"Open Door 17."

They ran down the corridor, opening one more door.

"Open Door 16."

He slammed himself against the next door, frantically trying to push the button to open it, but it wouldn't budge.

"Door 15 out of commission."

"Can't be, can't be!"

"What's wrong?" Rose repeated, "What is it?"

The Professor stepped forward, opening a small round window in the door for the Doctor to look though.

"Doctor, the TARDIS is in there," Rose realized, "What's happened?"

"The TARDIS is gone," he breathed, looking out the window a moment before backing away, horrified.

"Door 15 out of commission."

"It was the earthquake," the Professor told the still confused girl, "This section collapsed."

"But it's gotta be out there somewhere…" Rose shook her head, moving to peer out the window only to see the rocky landscape of the planet.

"Look down," the Doctor ordered.

Rose looked down only to see a gaping chasm right beneath them.

~8~

"The ground gave way," the Doctor was speaking urgently with Zach as they stood back in the control room, "My TARDIS must've fallen down right into the heart of the planet. But you've got robot drills heading the same way."

"We can't divert the drilling," he stated, walking off.

The Doctor stared a moment before following him, "But I NEED my ship. It's all I've got. Literally the only thing I have besides the Professor."

The Professor looked up sharply at that, her gaze immediately turning to Rose who had tensed a bit, a hurt look on her face that the Doctor didn't even consider having her as well. She quickly looked away before Rose could turn her attention on her.

"Doctor, WE'VE only got the resources to drill ONE central shaft down to the power source, and that's it," Zach explained, more than a bit irritated at his persistence, "No diversions, no distractions, NO EXCEPTIONS. Your machine is lost. All I can do is offer you a lift if we ever get to leave this place, and that…is the end of it."

He turned and left, heading to the back of the room as Ida approached, "I'll uh, put you on the duty roster," she said with a small smile, trying to ignore his helpless look, "We need someone in the laundry."

She turned and followed after Zach.

"Open Door 1."

The Doctor turned to lean against the center console as Rose and the Professor came to stand on either side of him. They watched as one of the Ood left, leaving them alone.

"Close Door 1."

"I've trapped you here," the Doctor muttered to them.

"No," Rose tried to smile, "Don't worry about me," the base shook as she looked up through the window, staring at the black hole, "Okay, we're on a planet that shouldn't exist, under a black hole...and no way out…" the Doctor looked at her, "Yeah, I've changed my mind. Start worrying about me."

She laughed nervously as the Doctor pulled her into a tight hug for a moment before pulling away and looking at the Professor, "And you?"

She just shrugged, "We've been trapped in worse places before."

He actually laughed at that, realizing they  _had_  actually been in worse spots at least half a dozen times every decade or so  _while_  still in school…because, like it or not, they were semi-safe for now, even with the black hole looming over them.

"And we always managed to find a way out," she added in thought, "I don't see why this time would be any different."

He smiled gently at her, reaching out and taking her hand, squeezing it as they both looked up at the black hole. Rose was torn between feeling relieved that one of them seemed confident they'd make it out and useless in that she couldn't do anything to help while the Professor could.

~8~

They were sitting in Habitation Area Three listening to Ravel's 'Bolero' over the loudspeakers while trying to examine the ancient text Toby had written on the wall. The Doctor was looking at it intently, trying to make sense of the symbols while the Professor tried to explain the letters they represented.

"Danny, check the temperature of Ood Habitation," Zach's voice came over the loudspeaker, "It seems to be rising."

Danny stood and headed out.

"…and this one here," the Professor pointed to one of the symbols near the bottom, "It's just completely upside down."

Rose sighed, feeling left out as the two continued to look on the symbols. She got up and walked over to the hatch where the Ood were serving food. She glanced over at Scooti who already had her tray of food.

"Help yourself," Scooti offered, "Just don't have the green. Or the blue," she laughed and walked off.

Rose picked up a tray and walked over to the hatch, looking through it before pointing, "Uh, bit of that, thanks."

"Would you like sauce with that?" the Ood asked as it spooned a sloppy portion of blue goop onto her tray.

"I'll have a go, yeah," she smiled, watching as the Ood shook some sauce onto another compartment of the tray, "I did that job once. I was a...a dinner lady! Not that I'm calling you a lady. Although, I dunno, you might be. Do you actually get paid, though? Do they give you money?"

"The Beast and his Armies shall rise from the pit to make war against God," the Ood replied politely.

Rose blinked, "...I'm sorry?"

The Ood tapped his communication orb, "Apologies. I said, 'I hope you enjoy your meal.'"

"Yeah…" she trailed, eyeing the Ood before taking her tray and walking back to the Professor and the Doctor.

"And that one's…" the Doctor trailed, frowning at a symbol near the top.

"That one is actually backwards," the Professor laughed.

~8~

The lights of the canteen flickered.

Ida looked up and lifted her wrist comm. to her mouth, "Zach, have we got a problem?"

"No more than usual," he answered, "Got the Scarlet System burning up, it might be worth a look."

Ida turned to the Doctor, Professor, and Rose who were sitting at one of the tables now, the Doctor and Professor side by side while Rose sat across from them, "You might wanna see this," she smiled, "Moment in history," she walked over to one of the doors and pulled a lever, opening the overhead shutters, revealing the black hole, flooding the room with a soft red light. She pointed, "There. On the edge…" a stream of red light started spiraling towards the hole, "That red cloud...that used to be the Scarlet System. Home to the Peluchi...a mighty civilization spanning a billion years...disappearing. Forever. Their planets and suns consumed," she looked up at it, fascinated, as was Rose. The Doctor and Professor, on the other hand, had a slightly more solemn look as they watched another great race disappear.

"Ladies and gentlemen..." Ida sighed as the last of the system was consumed, "We have witnessed its passing," she moved to pull the lever when the Professor called out.

"Could you leave it open?" she asked. Rose looked at the girl with an odd look.

"Just for a bit," the Doctor agreed, "We won't go mad, I promise."

"How would you know?" Ida asked.

"He's already mad as a box of frogs," the Professor smiled, nudging the Doctor.

Ida nodded, stepping away from the controls as the Doctor and Professor looked up again, "Scooti, check the lockdown," Scooti nodded and left, "Jefferson, sign off the airlock seals for me," Jefferson got up as well, heading out with Ida, leaving the trio alone.

"Open Door 18."

Rose looked over, watching as the Professor and the Doctor looked up at the hole that had just taken the Scarlet System. She knew what they were thinking of, the downfall of their people. That was yet another thing she would never be able to relate to. No matter if they told her the whole story, she wouldn't have been there, she wouldn't have experienced it, they weren't even her people. It was just one more thing that the Professor had over her it seemed. She started to wonder...would the Doctor be better off with the Professor than her?

"I've seen films and things, yeah," she said, shaking herself out of her thoughts, she couldn't think like that.

She...she loved the Doctor, more than anything, and...she was almost certain he loved her too. She just had to remind herself of that, she had to show the Professor that as well because, even though the woman had  _said_  that she would keep away from the Doctor, there was always that little, nagging voice in the back of her mind...she couldn't help but feel like all it would take was one solid glimpse of the Doctor returning the Time Lady's feelings for all bets to be off.

"They say black holes are like gateways to another Universe..."

"Close Door 18."

"Not that one," the Professor replied in thought, as though she were examining the hole, "It just eats."

Rose nodded and looked back at the Doctor, "Long way from home..."

He glanced at her a moment before pointing up, "Go that way, turn right, keep going for um...about five hundred years...then you'll reach the Earth."

Rose pulled out her phone and pressed a few buttons, frowning, "No signal. That's the first time we've gone out of range. Mind you, even if I could...what would I tell her? Can you build another TARDIS?" she laughed half-heartedly, feeling that it would be an impossible thing to do.

"They were grown, not built," the Professor corrected lightly, still not looking away from the black hole.

Rose frowned at that, add another thing to the list. She needed to do something...

"And with our planet gone..." the Doctor sighed, "We're kind of stuck."

"Well, it could be worse," Rose tried to make the situation lighter, "This lot said they'd give us a lift."

"And then what?"

"I dunno...find a planet...get a job...live a life, same as the rest of the Universe."

"Pfft..." he scoffed, "I'd have to settle down. In a house or something, a proper house with...with...with...with DOORS and things. Carpets! Me! Living in a house!" Rose laughed at that, "Now that...that is terrifying."

"You'd have to get a mortgage!"

"...no," he breathed, staring at her, horrified at the prospect.

"Oh yes."

"I am dying. That's it. I am dying, it is all over."

"What about me?" Rose laughed, "I'd have to get one too," she paused in thought, he'd given her the perfect opening. She glanced over at the Professor, a small smile coming to her face before she turned back to the Doctor, coy, "I dunno, could...could be the same one, we could both..." the Doctor looked at her sharply, not noticing the Professor pulling her gaze away from the hole to look down at the table before glancing around, uncomfortable.

Rose had been doing that lately, she noticed. Rose had certainly begun to treat her a bit better but the last few adventures they had gone on after Rose had gotten her face stolen, she would make these little remarks, these suggestive hints about her and the Doctor. It seemed she hadn't quite fully believed her promise to not come between the relationship the Doctor had with her. It was almost as if she were trying to remind the Professor that the Doctor was hers. It hurt quite a bit. When she'd helped coach her cousin in courting the Doctor, she hadn't had to witness the actual events…heard all about it later, of course…but not directly seen it happen…

"Dunno...share," Rose continued, "Or not, you know. Whatever," the Doctor nodded a bit, clearly feeling awkward. Rose blinked, seeing his gaze flicker at the Professor for just a split second before she shook her head quickly, speaking, "I dunno, we'll sort something ou…"

"Anyway," the Doctor cut in, trying to get off the topic.

Rose laughed tensely, trying to shake it off, "We'll see!"

There was silence for a few moments before the Doctor spoke again, "I promised Jackie I'd always take you back home."

"Everyone leaves home in the end."

"Not to end up stuck here."

"Stuck with you isn't so bad," the Professor muttered quietly, "Lord knows I've been stuck with you far longer than this."

He smiled, looking at her, "You mean it?"

"Of course," she smiled back at him, "There's no one else I'd rather get stuck in an underground lake with."

He laughed deeply at that, recalling how they'd gone hiking in the forests and fallen through the ground only to land in a lake. They'd been stuck there eight days till one of their mates came looking for them and helped get them out.

Rose's phone rang and she quickly answered it, thankful for the break in the moment between the two Time Lords.

"He is awake."

She quickly flung her phone onto the floor, disturbed.

~8~

They quickly made their way to Ood Habitation when Rose told them what had happened, of the deep guttural voice and the message, both from her phone and the Ood serving food. They bound down the stairs to see Danny standing there, checking things over.

"Evening!" the Doctor greeted.

"Only us!" Rose added.

"The mysterious trio," Danny remarked, glancing up from the computer, "How are you, then? Settling in?"

"Yeah, sorry, straight to business," the Doctor shook his head, "The Ood, how do they communicate? I mean, with each other."

"I told you," the Professor replied, as she looked down from the balcony at the Ood sitting in an area below, reminiscent of an animal pen, "There's a low level telepathic field connecting them."

"Not that that does THEM much good," Danny nodded, "They're basically a herd race. Like cattle."

"This telepathic field, can it pick up messages?" the Doctor asked both the Professor and Danny.

"'Cos I was having dinner, and one of the Ood said something...well, odd," Rose added.

"Oh," Danny smiled, "An odd Ood."

"And then I got something else on my er...communicator thing."

"Oh, be fair," he laughed, "We've got whole star systems burning up around us. There's all sorts of stray transmissions. Probably nothing," neither the Doctor nor Rose looked very convinced, the Professor seemed distracted as she looked down at the Ood, "Look...if there was something wrong, it would show. We monitor the telepathic field. It's the only way to look after them. They're so stupid, they don't even tell us when they're ill."

"Monitor the field, that's this thing?" the Doctor nodded at the computer reading 'Basic 5.'

"Yeah. But like I said, it's low level telepathy. They only register Basic 5."

The Doctor glanced back at the computer to see it now read 'Basic 6,' "Well, that's not Basic 5…" he commented, watching it continue to climb, "10..." the Professor frowned as the Ood raised their heads in unison, "20..." he looked at Danny, "They've gone up to Basic 30."

"But they can't..."

"The Ood..." the Professor breathed. They looked over to see the Ood turn as one and stare up at them.

"What does Basic 30 mean?" Rose frowned.

"Well, it means that they're shouting," Danny replied, baffled, "Screaming inside their heads."

"Or something's shouting at them…" the Doctor added quietly.

Danny walked over to the computer and tapped on the keyboard, "But...where's it coming from? What is it saying? I mean…" he looked at Rose, "What did it say to you?"

"Something about the Beast in the pit," she shook her head.

"What about your communicator? What did that say?"

Rose hesitated, "'He is awake.'"

"And you will worship him," the Ood replied as one.

"What the hell?" Danny spun to look at the Ood.

"He is awake," the Doctor said, directed at the Ood as he and the Professor stood at the edge of the railing, looking down.

"And you will worship him."

"Worship who?" there was no reply, "Who's talking to you? Who is it?" but still no reply.

The Professor stepped forward, "R'raha dena phroto werdinoay?" she called down to them.

The Doctor's head snapped to look at her, stunned, he couldn't understand a word she'd just said and he knew a fair few languages.

"Mer Dringa!" the Ood replied back in the same language.

"What the hell was that?" Danny asked, looking at her as shocked as the Doctor felt.

"I asked them who they worshiped in the language of the symbols Toby found," she said, her eyes still on the Ood.

"And what did they say?"

The Professor looked up at the Doctor, "Just what they told Rose. The Beast."

~8~

The entire base shook as the Doctor and Rose stood down in the pen with the Ood, the Professor standing by Danny, helping him try to figure out what was going on with the computer. They were all thrown violently around, struggling to regain their balance, when the computer announced, "Emergency hull breach. Emergency hull breach."

"Which section?" Danny called into his wrist comm..

"Everyone...evacuate 11 to 13, we've got a breach!" Zach shouted back, "The base is open. Repeat: the base is OPEN."

"We've gotta go!"

"Are we in that area?" Rose called as she and the Doctor ran up the stairs.

"No, but it's protocol," Danny replied, rushing to the door, "We're all to meet up in Habitation Area Three in the event of a breach."

They nodded, following him out of the room and down the hall.

"Open Door 19."

They burst through into the canteen area.

"Close Door 19."

"I can't contain the oxygen field!" Zach shouted, "We're gonna lose it!"

"Come on!" they could hear Jefferson shout from a nearby corridor, "Keep moving!"

The Doctor ran for the door, opening it, ready to help. They ran down the hall, meeting Ida and a few other crew members at a joint.

"And you too, Toby!" Jefferson shouted.

They looked over as Toby fell through the door, flat on his face, while Jefferson slammed it shut.

"Beach sealed. Breach sealed."

"Everyone alright?" the Doctor asked, running over to them, "What happened? What was it?"

"Oxygen levels normal."

"Hull breach!" Jefferson panted, "We were open to the elements. A couple of minutes and we'd have been inspecting that black hole at close quarters."

Rose stepped past them and crouched down to help Toby who was panting on the floor.

"That wasn't a quake," the Professor stated, "So what caused it?"

"We've lost sections 11 to 13," Zach's voice spoke over the loudspeaker, "Everyone alright?"

"We've got everyone here except Scooti," Jefferson answered into his wrist comm., "Scooti, report," there was nothing but static and a beep on the device, "Scooti Manista? That's an order. Report!" again there was only a beep and static.

"She's alright," Zach reported, as Jefferson and Ida breathed a sigh of relief, "I picked up her bio chip, she's in Habitation Three. Better go and check if she's not responding, she might be unconscious. How about that, eh? We survived."

"Habitation 3...come on, I don't often say this, but I think we could all do with a drink. Come on."

Jefferson walked down the hall, leading everyone but Toby, the Doctor, the Professor, and Rose.

"What happened?" the Professor asked as the Doctor crouched down before Toby who looked severely shaken.

"I don't…" he replied, speaking quickly, "I dunno, I…I was working and then I can't remember. All…all that noise, the room was falling apart, there was no air…"

"Come on," Rose soothed, helping him to his feet, "Up you get," he stumbled and the Professor reached out to steady him but pulled her hand away quickly as she was shocked, "Come and have some Protein One," Rose linked her arm through his and led him down the hall.

"Oh, you've gone native!" the Doctor called.

"Oi, don't knock it! It's nice. Protein One with just a…" she clicked her tongue, "Dash of Three."

The Doctor shook his head and looked at the Professor who was staring down at her hand with a frown, "You alright?"

She looked up and nodded, "Just a bit of static shock…"

He nodded and headed down the hall after Rose, leaving the Professor to glance down at her hand once more. That didn't feel like static shock…but for some reason she couldn't identify what it was...

~8~

The canteen was slightly chaotic when they reached it, all of them trying to look for Scooti, all talking over each other in worry.

"I've checked Habitation Four..." Ida said.

"There's no sign of her," Jefferson agreed, "The bio chip says she's in the area," Rose and Toby entered the room followed by the Doctor and the Professor, "Have you seen Scooti?"

"No, no, no, I don't think so," Toby replied.

"Scooti, please respond, if you can hear this please respond…" Ida swallowed as she spoke into her comm., "Habitation Three."

"Nowhere here," Jefferson confirmed, before lifting his comm., "Zach? We've got a problem. Scooti's still missing."

"It says Habitation Three," Zach replied.

"Yeah, well that's where I am, and I'm telling you she's NOT HERE."

The Doctor looked over to see the Professor staring straight up, a horrified expression on her face. He followed her gaze, his mouth dropping open, "We've found her."

They all glanced at him and the Professor before looking up as well. Rose's hand flew to her mouth, "Oh, my God..."

Scooti's body was floating just outside the window.

"Sorry," the Doctor breathed, "I'm so sorry."

The rest of the crew could only stare, equally as horrified.

"Captain..." Jefferson spoke quietly into the comm., "Report Officer Scooti Manista PKD...deceased. 43K2.1."

"She was twenty...twenty years old," Ida breathed. She shook her head and walked over to the controls, pulling the lever as the shutters closed, all of them watching Scooti's body float away until they had shut completely.

"Then out spake brave Horatius," the Professor began quietly, "The Captain of the Gate: `To every man upon this Earth, Death cometh soon or late."

"For how should Man die better than facing fearful odds?" Jefferson continued, "For the ashes of his father...and the temples of his Gods."

They fell silent, "It's stopped..." Ida said after a moment, just before there was a distant crash.

"What was that?" Rose asked, "What was it?"

"The drill," the Doctor replied.

"We've stopped drilling," Ida looked at them, "We've made it. Point Zero."

~8~

"All non-essential Ood to be confined," Zach's voice came over the loudspeaker as the crew prepared to go down the drilled mineshaft.

"Capsule established," Ida reported, as she was helped into the spacesuit she would need to go below, "All systems functioning...the mineshaft is go...bring systems online now."

The Doctor walked over to Zach, already in a spacesuit of his own, "Reporting as a volunteer for the expeditionary force."

"Doctor, this is breaking every single protocol," Zach shook his head, "We don't even know who you are."

"Yeah, but you trust me, don't you?" he grinned, "And you can't let Ida go down there on her own. Go on...look me in the eye...yes you do, I can see it. Trust."

"I should be going down…"

"The captain doesn't lead the mission. He stays here. In charge."

"Not much good at it, am I?" Zach said bitterly. The Doctor didn't answer. Zach shook his head and turned to look back at his crew, "Positions! We're going down in two. Everyone, positions!" Rose walked over to them, the Professor following along, "Mr. Jefferson! I want maximum systems..."

He turned and walked away, leaving the trio alone. The Professor reached forward, checking a device on the wrist of his spacesuit, "Oxygen...nitro-balance...gravity…" she checked them all, before smiling up at him, "It's been ages since I saw you in one of these!"

"It's been ages since I wore one of these," he smiled at her.

"I want that spacesuit back in one piece, you got that?" Rose stepped up.

"Yes, sir," the Doctor nodded as the Professor took his helmet and put it on him, locking it in place.

"It's funny, 'cos people back home think that space travel's gonna be all whizzing about and teleports and anti-gravity...but it's not, is it?" Rose asked, her voice breaking, "It's tough."

"I'll see you both later."

"Not if I see you first," Rose replied, laughing, before she pulled his head down to place a kiss on his helmet, the Professor looking away but understanding.

"Be safe," the Professor added as he winked at her in reply.

"Aren't I always?" he chuckled.

She paused in thought before repeating, "Be safe."

"I will," he promised this time.

"Capsule active," Zach's voice came over the loudspeaker. The Doctor nodded at them before stepping into the capsule with Ida, Jefferson sealing the door behind them, "Counting down in 10...9...8...7...6...5...4...3...2...1..."

Rose and the Professor waved at them as they waved back, smiling.

"Release," Zach ordered.

The capsule started to descend the shaft, a diagram appearing on one of the computers nearby for them to watch its descent.

"Gone beyond the oxygen field," Zach announced after a moment as the capsule entered the danger zone, signaling for them to switch on their oxygen tanks, "You're on your own."

"Don't forget to breathe," Rose spoke into one of the comms., "Breathing's good," she took a few deep breaths herself.

"Rose, stay off the comm..."

"Just let her," the Professor called quietly before Rose could speak. Rose looked at the girl for a moment before nodding in thanks.

The Professor just smiled and turned back to watch the diagram on the computer screen as the capsule reached Point Zero. Just as it hit the whole base started to shake.

"Doctor?" Rose called into the comm. as soon as she was steady, there was no reply, "Doctor, are you alright?"

"He's fine," the Professor called.

"Doctor!" Rose shouted, ignoring her.

"Rose he's alive," the Professor tried again.

"And how would you know?" Rose glared at her, all thanks for her defense in using the comm. forgotten in her fear.

"We can sense each other. I would know if he died. He's fine."

"Ida, report to me..." Zach called over the comm. as well, "Doctor?"

"It's alright..." the Doctor called back, "We've made it...coming out of the capsule now."

~8~

The Doctor opened the door to the capsule, holding it open for Ida to step out as he followed, the two of them slowly stepping into the darkness, their torches flashing around.

"What's it like down there?" Rose's voice came over the comm..

"It's hard to tell..." the Doctor squinted, "Some sort of...cave...cavern...it's massive."

"Well, this should help," Ida pulled out an orb from her bag, "Gravity globe," she tossed it up into the air, flooding the entire cavern with light, revealing a large room with very ancient architecture. There were statues around and a huge face etched into the rock, "That's..." Ida looked around in awe, "That's...my God, that's beautiful."

"Rose..." the Doctor said, looking around, "You can tell Toby...we've found his civilization..."

"Oi, Toby," he heard Rose say, "Sounds like you've got plenty of work!"

"Doctor…" the Professor's voice came through hesitantly, "Could I see?"

He smiled softly to himself, "Take a look."

~8~

Rose eyed the Professor curiously as the woman closed her eyes. Suddenly the Professor found herself looking around at a large cavern as though she were standing beside the Doctor. She knew though, that she was truly seeing it through the Doctor's eyes. It was something they used to do during their time at the Academy, send mental messages or pictures to each other, directions so they could come and see something they'd discovered. The Doctor had often tried to get her to help him cheat on his exams that way, but she'd refused.

"It's beautiful," she breathed, opening her eyes, "Thank you."

~8~

"I'm glad you asked," the Doctor beamed.

He and the Professor had always been able to read each other's minds, ever since they were younger. This regeneration, however, was much more closed off. She'd kept a guard up around her mind, keeping him out, so he'd done the same just to keep any stray thoughts from slipping through to her. He had been hoping that, by giving her space, it would give her enough time to adapt to him being there again. He knew that the device the Krillitanes had put around her had blocked her thoughts from getting out, calling for help, but it also keep thoughts from entering. The last thing she'd heard was their people dying and, to go from sensing and feeling and hearing a whole planet's worth of people to the eerie quiet that existed now, in her form, would probably destroy her.

But now, he couldn't help but smile, she was slowly letting him in, slowly letting her guard down. Little by little she was opening her mind. And this was the first step.

"Concentrate now, people," Zach's voice came over the comm., "Keep on the mission. Ida...what about the power source?"

The Doctor shook his head out of his thoughts and turned to follow Ida as she walked along, looking around, her torch in front of them, "We're close," she reported, "Energy signature indicates north, north west. Are you getting pictures up there?"

"There's too much interference. We're in your hands."

"Well...we've come this far. There's no turning back."

"Oh, did you have to?" the Doctor groaned, "No turning back? That's almost as bad as 'nothing can possible go wrong…'"

"And who says that, I wonder?" the Professor laughed over the comm..

"Or 'this is gonna be the best Christmas Walford's ever had…'" the Doctor continued, ignoring her.

"Are you finished?" Ida cut in, turning to him.

The Doctor stared at her a moment before grinning, "Yeah! Finished," and walking off, Ida watching him, slightly amused.

~8~

"Captain, sir," Danny's voice came over the comm., luckily disconnected from the Doctor and Ida's, "There's something happening with the Ood."

"What are they doing?" Zach asked.

"They're staring at me. I've told them to stop, but they won't."

"Danny, you're a big boy. I think you can take being STARED at."

"But the telepathic field, sir. It's at Basic 100! I've checked, there isn't any fault. It's definitely 100."

"But that's impossible…"

"What's Basic 100 mean?" Rose asked.

"They should be dead," Danny replied.

"Basic 100's brain death," Jefferson added, throwing a concerned glance at the three Ood standing a few feet away.

"But they're safe?" Zach asked, urgently, "They're not actually moving?"

"No, sir," Danny confirmed.

"Keep watching them. And you, Jefferson, keep a guard on the Ood."

"Officer at arms!" Jefferson shouted, readying his gun.

"Yes, sir," a crew member, the young black woman, shouted.

"You can't fire a gun in here," Rose said fearfully, "What if they hit a wall?"

"I'm firing stock 15," Jefferson began.

"Stock 15 only packs upon organics," the Professor added, stepping just a bit closer to Rose and putting a comforting hand on the girl's shoulder despite her own gut wrenching fear of the entire situation.

"Keep watch," Jefferson turned to the crew, "Guard them."

"Yes, sir," the crew member replied.

"Is everything alright up there?" the Doctor's voice called up, having not heard anything from them in a while.

"Yeah, yeah," Rose answered quickly.

"It's FINE," Zach added.

"Great!" Danny sighed, sarcastically.

There was a moment of silence before the Doctor spoke again, "Professor?"

The Professor hesitated a moment. She and the Doctor had made an oath when they were younger, to always be honest with each other. They had both had enough lies in their life and refused to have it from each other…but that didn't mean they hadn't both come up with ways to stretch the truth a bit.

"Nothing we can't handle," the Professor settled on.

~8~

The Doctor nodded, accepting that answer. If something was seriously wrong, the Professor would tell him. He shook his head as they approached an enormous, circular, metal slab on the ground, engraved with the symbols Toby had found.

"We've found something," the Doctor called over the comm., "It looks like metal. Like some sort of seal. I've got a nasty feeling the word might be 'trapdoor.' Not a good word, 'trapdoor.' Never met a trapdoor I liked."

"The edge is covered with those symbols," Ida added, shining her light on it.

"Do you think it opens?" Zach asked.

"That's what trapdoors tend to do," the Doctor sighed.

Ida walked around it, "'Trapdoor' doesn't do it justice. It's massive, Zach. About thirty feet in diameter."

"Any way of opening it?" Zach tried again.

"I don't know. I can't see any sort of mechanism."

"I suppose that's the writing," the Doctor thought, "That'll tell us what to do. Professor, mind if I send you an image?"

"I was about to ask you to do it anyway," she replied lightly.

He stared intently at the doorway, taking in every detail before closing his eyes and guiding the image to her mind. Ida had already given up on trying to figure out what he was doing.

"Have you got it?" he asked her.

"Yeah," she replied, "Give me a few moments to decipher it?"

"Take your time," he replied, not wanting to rush her through it. She would be doing an enormous amount of thinking in translating the picture, he didn't want her to go too fast and relapse like she had when Rose's face had been stolen. They'd gone back to the TARDIS, talking about where to go next, and the Professor had just mumbled that she was worn out. He'd let her go back to her room to sleep only for the TARDIS to alert him to the fact she was having a terrible nightmare a few hours later. She'd only just started to sleep more than a few hours, if and when she needed sleep as Time Lords required less of it than humans.

"Toby, can you help her?" Zach asked, quite possibly thinking he'd managed to send an actual image to the Professor, "Did you get anywhere with decoding it?"

~8~

Rose looked away from the Professor, who was frowning lightly in thought with her eyes closed, to Toby, "Toby, they need to know, that lettering, does it make any sort of sense?"

Toby was sitting off to the side, his head in his arms, hunched over, "I know what it says," he said quietly.

"Then tell them. Help the Professor translate it."

"When did you work that out?" Jefferson frowned.

"It doesn't matter. Just help her."

"Oh my God," the Professor's eyes snapped open, "Doctor get out of there!"

Toby stood, turning towards them, his skin covered in the symbols, his eyes red, "These are the words of the Beast," he spoke, his voice deep and guttural, the same voice Rose had heard over her phone, "And he has woken," Jefferson pointed his gun at the boy, "He is the heart that beats in the darkness, he is the blood that will never cease. And now he will rise."

"Officer, stand down," Jefferson ordered, "STAND DOWN!"

"What is it?" the Doctor shouted, urgently, "What's he done? What's happening? Rose? What's going on? Professor?"

But then the comm. went to static.

Toby flexed his arm at Jefferson.

"Officer, as commander of security, I order you to stand down and be confined," Jefferson stepped forward, "Immediately!"

"He's come out in those symbols all over his face," Rose said into the comm., "They're all over him."

"The comm.'s down Rose," the Professor breathed, inching towards her.

"Mr. Jefferson, tell me, sir..." Toby began, considering him, "Did your wife ever forgive you?"

Jefferson's eyes widened in shock, "...I don't know what you mean."

"Let me tell you a secret," he smirked, "She never did."

Jefferson swallowed hard, "Officer...you stand down and be confined."

"Or what?"

"Or under the jurisdiction of Condition Red, I am authorized to shoot you," Jefferson aimed his gun.

"But how many can you kill?" Toby wondered. His eyes glowed as he opened his mouth, a low roar sounding as the symbols evaporated off his skin, swirling as a black smoke. It flew through the air and entered the Ood who jerked as they were possessed. Toby collapsed to the floor, his skin clear. Jefferson turned his gun at the three Ood.

"We are the Legion of the Beast," the Ood replied.

~8~

"Rose?" the Doctor shouted through the comm., "What is it? Professor?" he turned to Ida, "I'm going back up."

He turned and rushed back towards the lift.

~8~

"The Legion shall be many," the Ood continued, "And the Legion shall be few..."

"It's the Ood," Rose breathed.

"Sir, we have a contamination in the livestock," Jefferson stated into his wrist comm..

"Doctor, I don't know what it is…it's…it's like they're possessed…" Rose spoke into the comm. again, only to get static once more.

"They won't listen to us," the Professor said, her eyes on the Ood as they forced them to step back.

"He has woven himself in the fabric of your life since the dawn of time," the Ood continued, approaching them, "Some may call him Abaddon. Some may call him Kroptor. Some may call him Satan...or Lucifer...or the Bringer of Despair...the Deathless Prince…the Bringer of Night. These are the words that shall set him free."

"We need to get out of here," the Professor turned to Jefferson.

He nodded, "Back up to the door!"

"I shall become manifest," the Ood recited, the Professor recognizing the words translated from the seal.

"Move quickly!"

"I shall walk in might…"

"To the door!" Jefferson ushered them back, till they reached the door, "Get it open!"

"My Legions shall swarm across the worlds..."

~8~

Ida pointed her torch in the direction of the trapdoor as the ground started to shake, the door starting to open, "Doctor! It's opening!"

The Doctor stumbled as rocks showered down around him. He looked back at Ida's call, torn between going back and helping her…

' _Help her…_ ' came the ghostly whisper of the Professor in his mind, ' _I'll protect Rose…_ '

The Doctor swallowed hard and ran back over to where Ida had fallen.

~8~

"I am the sin and the temptation," the Ood advanced, "And the desire. I am the pain and the loss and the dead will come."

"Get that door open!" Jefferson shouted. Rose, the Professor, and the crew member desperately trying to open the door but it wouldn't budge. Jefferson turned back to the Ood, aiming his gun, but they ignored him.

"I have been imprisoned for eternity. But no more."

"Door sealed."

"Come on!" Rose groaned, shoving against the door.

"Door sealed."

~8~

The Doctor and Ida watched in horror as the pit opened completely, smoke rising from it as the ground shook.

"The pit is open!" came a beast-like roar, "And I am free!"

The Doctor and Ida stumbled back as the Beast laughed.

To be continued...

* * *

**Notes for the Chapter:**

> Uh oh, dear Rose seems to be regressing from her efforts to be civil with the Professor due to fear for the Doctor, will it continue as the Doctor faces even more danger? Find out...tomorrow... Mu-wa-ha-ha-ha! JK, but still, you do have to wait till tomorrow :) Poor Professor though, she's so timid in dealing with Rose, not going to give anything away but I can tell you this, there's a deeper reason for her passivity than just trying to cope with the Krillitane trauma and her fears, something that deals with the Academics and the War...you'll definitely see what that is by the end of this series though.


	7. The Satan Pit

The Ood kept advancing, forcing Rose and the Professor back towards the door, until Jefferson had no choice but to give the order.

"Open fire!" he cried as he and the other crew member shot at the Ood.

As soon as they were down Rose ran forward and grabbed the comm. she had dropped, "Doctor?" she called, only to hear static, "Doctor, can you hear me? Doctor? Ida? Are you there?"

"Rose…" the Professor began, stepping forward to put a hand on Rose's shoulder but the girl shoved her arm away.

"Open Door 25."

Jefferson and the crew member turned, guns ready, only to see Danny run in, "It's me!" he shouted, "But they're coming."

"Close Door 25."

"It's the Ood. They've gone mad!" they had nearly gotten him, killed the male crew member who had been with him as they fled.

"How many of them?" Jefferson demanded.

"All of them! All fifty!"

"Danny, out of the way," Jefferson moved to the door, but Danny didn't budge, "Out of the way!" he shoved Danny so he could reach the door.

"But they're armed!" he warned, "They're…" Jefferson started to open the door, "It's the interface device. I don't know how, but they're using it as a weapon."

"It the electrical impulses of the brain," the Professor explained as Jefferson worked on the door, "They travel to the sphere where it is translated, if you bypass that, you get a weapon."

"Open door 25."

Jefferson pulled the door open only to see the Ood standing there, their eyes red. One of them advanced, sticking their communication orb to the forehead of the young female crew member. She screamed and slumped to the floor, dead, as Jefferson opened fire while Danny shoved the door shut again.

"Jefferson!" Zach's voice came through as the comms. came back online, "What's happening there?"

"I've got very little ammunition, sir," Jefferson replied into his wrist, "How about you?"

"All I've got is a bolt gun. With uh...all of one bolt. I could take out a grand total of one Ood. Fat lot of good that is."

"Given the emergency…" Jefferson paused a moment, "I recommend Strategy Nine."

"Strategy Nine agreed," Zach sighed, "Right, we need to get everyone together. Rose? What about Ida and the Doctor? Any word?"

Rose shook her head, "I can't get any reply," she swallowed hard, her voice cracking, "Just...NOTHING, I keep trying, but it's..."

"He's fine," the Professor reassured her, "Trust me."

"Course I'm fine," the Doctor's voice came over the comm., "Still here!"

"You could've said, you stupid b…" Rose began.

"WHOA!" the Doctor cut in from the high-pitched whine the comm. gave, "Careful! Anyway, it's both of us, me and Ida. Hello! But the seal opened up. It's gone. All we've got left is this chasm."

"How deep is it?" Zach asked.

"Can't tell. It looks like it goes on forever."

"'The pit is open,'" Rose repeated, "That's what the voice said."

"But there's nothing?" Zach asked, skeptical, "I mean...there's...NOTHING coming out?"

"No, no," the Doctor affirmed, "No sign of 'the Beast.'"

"It said 'Satan,'" Rose breathed, scared.

"Come on, Rose. Keep it together."

"It'll be alright," the Professor added, trying to put her arm around the girl.

"Don't touch me!" Rose snapped at her, glaring, absolutely in no mood to even try to be civil. She took a breath and turned back to the comm., "Is there no such thing?" there was no reply, "Doctor?" still nothing, "Doctor, tell me there's no such thing."

"Ida?" Zach cut in, not wanting the conversation to progress in that direction, "I recommend that you withdraw. Immediately."

"But...we've come all this way!" she exclaimed.

"Okay, that was an order. That thing opened, the whole planet's shifted. One more inch and we fall into the black hole. So this thing stops, right now."

"But it's not much better up there with the Ood."

"I'm initiating Strategy Nine," he informed her, "So I need the two of you back up top immediately, no ar…" there was a beep as the device cut off, "Ida? Ida?"

~8~

The Doctor raised his eyebrows as the woman beside him cut off communications, turning to him, "What do you think?" she asked.

"I think they've an order," he replied.

"Yeah, but...what do YOU think?"

The Doctor turned and put his foot on the edge of the pit, staring down into it, "It said 'I am the temptation.'"

"If...if there's something in there...why's it still hiding?"

"Maybe...we opened the prison but not the cell?"

"We should go down. I'd go. What about you?"

"Oh!" he grinned, "Oh, in a second, but then again..." he gave a half laugh and turned to look at her, "That is so human. Where angels fear to tread. Even now, standing on the edge. It's that feeling you get. Yeah?" he looked back into the pit, musing, "Right at the back of your head. That impulse...that strange little impulse...that mad little voice saying 'go on...go on...go on...go over, go on...'"

' _Actually that mad little voice is me,_ ' the Professor's voice echoed in his mind, ' _And I am most certainly not saying 'go on.''_ '

' _What are you saying then?_ ' he asked, all serious.

' _Come back,_ ' she said without hesitation.

He nodded slowly, "For once in my life...Officer Scott...I'm going to say..." he looked at her a moment, "Retreat," he sighed and pulled his foot back from where it was resting, "Now I know I'm getting old."

' _Thank you,_ ' the Professor whispered.

He nodded, switching back on the comm., "Rose, we're coming back."

~8~

"Best news I've heard all day!" Rose grinned, not knowing how much of a hand the Professor had had in getting the Doctor to agree to come back to them. She turned to smile at the rest of the crew only to see Jefferson releasing the safety off his gun and turn it on Toby, "What're you doing?"

"He's infected," Jefferson said, "He brought that thing on board. You saw it."

Toby's eyes widened in shock and fear as he cowered on the floor.

"Are you gonna start shooting your own people, now?" Rose moved over to him, defensive, "Is that what you're gonna do? Is it?"

"If necessary."

"Well then, you'll have to shoot me 'if necessary,' so what's it gonna be?" Rose glared at him.

"I can scan him if you'd like," the Professor offered hesitantly, stepping up.

"We don't need your help, thanks," Rose turned her glare on the other woman. The Professor just stepped back, her head down as she turned and started rummaging through some odds and ends in the room.

"Look at his face," Rose continued, turning back to Jefferson, "Whatever it was, it's gone. It passed into the Ood. You saw it happen. He's clean."

Jefferson considered it a moment. He would have loved to have the girl scan him or whatever it was she was going to do, to be absolutely sure, but looking at her now, with what Rose had said, he doubted she would offer again.

"Any sign of trouble..." he warned, "I'll shoot him."

Rose nodded as he moved away before turning to Toby, "Are you alright?"

He nodded, trembling, close to tears, "Yeah...I..." he shook his head, "Dunno."

"Can you remember anything?"

"Just...it was so angry…it was...fury and rage...death..." he cast a terrified glance around the room before meeting Rose's eye, "It was him. It was the devil."

"Come here," she pulled him close, hugging him comfortingly as he shook in her arms.

~8~

The Doctor frowned at the biting words he'd heard Rose say to the Professor as she tried to help. It seemed they had forgotten the communicator and they'd heard everything. He could understand that Rose was hurt and scared, but to take it out on the Professor...especially after everything she'd been through…he  _really_  was going to have to talk to Rose about this.

"What's Strategy Nine?" he asked Ida as they headed back to the capsule, if just to get his mind off what he'd heard.

"Open the airlocks..." Ida sighed, "We'll be safe inside the lockdown...the Ood will get thrown out into the vacuum."

"So we're going back to a slaughter?"

"The devil's work."

~8~

Jefferson, Danny, and Rose were all standing around by where the capsule would come up, waiting to make contact while the Professor stood a little ways back, just tinkering with some junk scattered around.

"Okay, we're in," Ida reported, "Bring us up."

"Ascension in..." Jefferson began, readying the lift as Rose smiled, "Three...two...one…" he pulled the lever and the lights went out.

"This is the Darkness," the animalistic voice spoke again, "This is my domain," the display on the screen changed to reveal the Ood standing before a security camera, the Beast, or whatever it was, using them to communicate, "You little things that live in the light...clinging to your feeble Suns...which die in the..."

"That's not the Ood," Zach warned them over the loudspeaker, "Something's talking through them."

"Only the Darkness remains," the Ood finished.

"This is Captain Zachary Cross Flane of Sanctuary Base Six representing the Torchwood archive. You will identify yourself."

"You know my name," the Ood spoke.

"What do you want?"

"You will die here. All of you. This planet is your grave."

"It's him," Toby trembled, "It's him. It's him..."

"If you are the Beast, then answer me this: which one?" the Doctor cut in, "Hmm? 'Cos the Universe has been busy since you've been gone. There's more religions than there are planets in the sky. The Archivists..."

"Pordonity," the Professor spoke, having turned to look at the screen over the small group's shoulder, scaring them a bit at her sudden words.

"Christianity..."

"Pash-Pash…"

"New Judaism..."

"Sanclar..."

"Church of the Tin Vagabond," the Doctor finished, "Which devil are you?"

"All of them," it replied.

"What, then you're the truth behind the myth?"

"This one knows me, as I know him. The killer of his own kind."

The Professor flinched at that reference, knowing how cutting it must have been for the Doctor to hear it.

"How did you end up on this rock?" the Doctor asked, choosing not to acknowledge the Beast's last statement.

"The Disciples of the Light rose up against him," the Professor answered before the Beast could. The humans turned to look at her in shock.

"And chained me in the pit for all eternity," the Beast finished, "You know the story well…living weapon."

Rose frowned at her as she looked away before her gaze shifted suspiciously to the small device the Professor had been constructing, worried about what that might be...

"When was this?" the Doctor asked, diverting the Beast's attention back to himself.

"Before time," it answered.

"What does THAT mean?"

"Before time."

"What does 'before time' MEAN?"

"Before light and time and space and matter," the Professor answered, "Before the cataclysm. Before this Universe was created."

"That's impossible," the Doctor argued, "No life could have existed back then."

"Is that your religion?" the Beast asked him.

"It's a belief."

"But it is not hers is it?"

"There were theories in the Academy," the Professor replied, knowing the Beast meant her, "Debates about the pre-Universe. Only the Academics really considered it a possibility."

"You know nothing," the Beast spat, "All of you. So small. The captain, so scared of command. The soldier, haunted by the eyes of his wife. The scientist, still running from daddy. The little boy who lied. The virgin. And the lost girl, so far away from home, the valiant child who will die in battle so very soon."

"Doctor, what does it mean?" Rose swallowed hard.

"Rose, don't listen," the Professor began.

"What does it mean?"

"You will die..." the Beast seemed to laugh, "And I will live."

The footage of the Ood suddenly cut off and was replaced by a roaring, horned beast which made everyone but the Professor and apparently the Doctor gasp. And then they all began to talk over each other.

"What the hell was that?" Danny asked, trembling in fear.

"I had that thing inside my head!" Toby shouted.

"Doctor, what did it mean?" Rose breathed.

"What do we do?" Danny turned to Jefferson, "Jefferson?"

"Captain?" Jefferson called into his wrist, "What's the situation on Strategy Nine?"

The Professor stumbled back, biting her lip as she looked at the group before her, all panicking…she could almost feel their fear…so much like her own constant fear…

"Zach, what do we do?" Danny called.

"What if I can fix it?" Toby shook his had, "...the black hole, everything's true."

"Captain, report," Jefferson called.

"Stop…" the Professor breathed.

"We've lost picture…" Zach answered.

"Doctor, how did it know all of…" Rose began.

"Did anyone get…" Ida shouted.

"Jefferson?" Zach called.

"What did it mean?" Rose cried.

"Everyone please just stop…" the Professor tried again, hearing the Doctor trying to calm them down as well.

"What do we do?" Danny panicked.

"Report!" Jefferson repeated.

Suddenly a very shrill whistle cut through the air.

"Stop it!" the Professor shouted, breathing heavily as she lowered her fingers from her mouth. It was hard enough to deal with her own fear of the situation, but to have to handle everyone else's…it had to stop!

Everyone fell silent.

"Doctor," she whispered, signaling for him to do what he did best.

"Thanks," he called to her before addressing everyone else, "If you want voices in the dark, then listen to mine; that thing is playing on very basic fears. Darkness, childhood nightmares, all that stuff."

"But that's how the devil works," Danny argued.

"Or a good psychologist."

"But...how did it know about my father?" Ida asked, a small tremor in her voice.

The Doctor paused, unable to answer.

And so, the Professor answered for him, "The Ood," the humans looked at her, "They're low level telepaths. The Ood read your minds and whatever that thing was read theirs. That's how it knew."

"And what makes his version of the truth any better than mine?" the Doctor agreed, "Hmm? 'Cos I'll tell you what I can see: humans."

"Brilliant humans," the Professor corrected.

"Humans who travel all the way across space, flying in a tiny little rocket into the orbit of a black hole! Just for the sake of discovery, that's amazing! Do you hear me? Amazing. All of you. The captain, his officer, his elder, his genius, his friends. All with one advantage. The Beast is alone. We are not. If we can use that to fight against him…"

He was suddenly cut of by a loud bang as the cable for the capsule snapped, falling down the shaft.

"The cable's snapped!" Ida shouted.

"Get out!" the Doctor yelled.

And that was the last thing they heard before the cable landed at the bottom of the shaft with such force that dust wafted into the air.

"Doctor!" Rose shouted into the comm., "We lost the cable! Doctor, are you alright?" there was no reply, "Doctor?"

"Comms. are down," Zach announced.

"Doctor?" Rose tried again, "Doctor, can you hear me?" when there was still no reply she turned to the Professor, "Is he ok?"

"He's fine," the Professor said after a moment.

"I've still got life signs," Zach added, "But...we've lost the capsule. There's no way out," he sighed, "They're stuck down there."

Rose ran over to the shaft and looked down it, "But we've got to bring them back."

"They're ten miles down," Jefferson sighed, looking down it with her, "We haven't got another ten miles of cable," there was a loud bang at the door that made them all jump. Jefferson lifted his wrist comm., "Captain? Situation report."

Zach sighed, "It's the Ood. They're cutting through the door bolts. They're breaking in."

"Yeah, it's the same on Door 25."

"How long's it gonna take?" Rose asked.

"Well, it's only a basic frame. It should take ten minutes."

"Eight," the Professor corrected before turning to her device once more.

"I've got a security frame," Zach stated, "It might last a bit longer, but that doesn't help you."

"Right," Rose nodded, "So we need to stop them, or get out, or both."

"I'll take both, yeah?" Danny said sarcastically, "But how?"

"You heard the Doctor. Why do you think that thing cut him off? 'Cos he was making sense. He was telling you to think your way out of this. Come on! For a start, we need some lights. There's gotta be some sort of power somewhere."

"There's nothing I can do," Zach replied bitterly, "Some captain, stuck in here, pressing buttons..."

"Then press the right buttons," the Professor called quietly, rubbing her head as it zinged painfully, this whole thing was starting to get to her.

"They've gutted the generators!" Zach called with realization, "But the rocket's got an independent supply. If I could reroute that...Mr. Jefferson? Open the bypass conduits. Override the safety..."

Jefferson quickly turned to a control panel, "Opening bypass conduits, sir."

"Channeling rocket feed. In 3...2...1...power."

The lights came back on as Rose clapped, "There we go."

"Let there be light!" Danny smiled.

"What about that Strategy Nine thing?" Rose turned to Jefferson.

"Not enough power," he replied, "It needs a hundred percent."

"Alright. We need a way out. Zach, Mr. Jefferson, you start working on that," she turned and glanced at the Professor, "You working on a way to get us out?"

"No," she shook her head.

Rose blinked, "Then what are you doing?" the Professor didn't answer, just concentrated on the device in her hand, "Right," Rose scoffed, "Lot of help you are," she turned and walked over to Toby, "Toby, what about you?"

Toby stood, "I'm not a soldier. I can't do anything."

"No, you're the archaeologist. What do you know about the pit?"

"Well, nothing. I can't even translate the language. Your friend over there would be more help than me."

"Right," Rose rolled her eyes, "She's too preoccupied with whatever that is to help us."

"Maybe…" Toby began.

"What is it?"

"…since that thing was inside my head, it's like the letters made more sense."

"Well...get to work," she smiled, "Anything you can translate, just...anything," she turned and headed back to Danny, "As for you, Danny-boy, you're in charge of the Ood, any way of stopping them?"

"Well...I don't know," he sighed.

Rose pulled him over to a computer, "Then find out. The sooner we get control of the base, the sooner we can get the Doctor out. Shift," she playfully smacked him onwards.

~8~

"We've got all this cable, we might as well use it," Ida sighed as she walked over to the pile of cable and started to gather it up, "The drum's disconnected, we could adapt it. Feed it through."

"And then what?" The Doctor asked.

"Abseil. Into the pit."

"Abseil. Right."

"We're running out of air with no way back. It's the only thing we CAN do. Even if it's the last thing we ever achieve."

"I'll get back," he swore, "Rose is up there. The Professor's up there."

"Well, maybe the key to that is finding out what's in the pit."

"Well…it's half of a good plan," he admitted.

"What's the other half?"

"I go down. Not you."

~8~

Rose watched as Jefferson worked at the computer, blatantly ignoring the Professor as she tinkered away, "Open junctions five...six...seven..." he counted, ignoring the bang on the door, "...reroute filters sixteen to twenty-four. Go."

"There's all sorts of viruses that could stop the Ood," Danny explained as Rose walked over to him, "Trouble is, we haven't got them on board."

"Well, that's handy, listing all the things we haven't got," Rose replied sarcastically, "We haven't got a swimming pool either. Or a Tescos."

The computer beeped, the word 'affirmative' flashing on the screen, "Oh my God," Danny breathed, excited, "It says yes! I can do it! Hypothetically, if you flip the monitor, broadcast a flare...it can disrupt the telepathy! Brainstorm!"

"What happens to the Ood?"

"It'll tank them, spark out!"

"There we are, then! Do it!"

Danny's face fell, "No, but..." he shook his head, "I'd have to transmit from the central monitor. We need to go to Ood Habitation."

There was another bang on the door, this time causing sparks to fly.

"That's what we'll do, then," Rose glanced at the door, before turning to Mr. Jefferson, "Mr. Jefferson, sir! Any way out?"

"Just about..." he nodded, "There's a network of maintenance tunnels running underneath the base. We should be able to gain access from here."

Rose smiled, "Ventilation shafts."

"Yeah, I appreciate the reference, but there's no ventilation. No air, in fact, at all. They were designed for machines, not life forms."

"But, I can manipulate the oxygen field from here," Zach called, "Create discrete pockets of atmosphere...if I control it manually...I can follow you through the network."

"Right, so we go down, and you make the air follow us," Rose nodded, understanding, "By hand."

"You wanted me pressing buttons."

"Yeah, I asked for it, okay. We need to get to Ood Habitation, work out a route."

~8~

There was another violent bang on the door as Rose, Jefferson, and Toby stood around the maintenance tunnels, ready to head down. Danny and the Professor were standing across from each other, their backs to each other, Danny at the computer and the Professor hurriedly soldering something to the device she was making.

"Danny!" Rose shouted.

"Hold on!" Danny called back, "Just conforming..."

"Both of you, you gotta go NOW!" Jefferson called, as there was another bang. The Professor quickly put down the soldering device and headed over to them, "Come on!" the computer beeped.

"Yeah!" Danny shouted, pulling an orange computer chip out of the machine, holding it up to them as he ran to the maintenance entrance, "Put that in the monitor...and it's a bad time to be an Ood!"

"We're coming back," Rose looked at each of them, though her gaze seemed to skip over the Professor who, in her mind, hadn't done a thing to help them, "Have you got that? We're coming back to this room and we're getting the Doctor out."

"Okay, Danny, you go first," Jefferson motioned them down, "Then you Miss Tyler, then Toby, then the Professor, I'll go last in defense of position. Now come on! Quick as you can!"

They all lowered themselves into the tunnels as Jefferson specified. Rose sniffed as she landed next to Danny, "God, it stinks. You alright?"

"Yeah, I'm laughing," Danny replied sarcastically as Toby landed beside him, "Which way do we go?" he called through the wrist comm. to Zack as the Professor fell in as well.

"Just go straight ahead," Zach ordered, "Keep going 'til I say so."

Jefferson fell down into the hole, quickly ushering them to go, all of them crawling down the tunnels as fast as they could.

"Not your best angle, Danny," Rose remarked, glancing at Danny's bum.

"Oi!" he glared back at her, "Stop it!"

"I dunno, it could be worse," Toby smirked at Rose's bum.

"Oi!" she cried indignantly.

"Straight along until you find junction 7.1," Zach spoke, "Keep breathing. I'm feeding you air. I've got you."

They kept going till they reached the junction, all of them sitting down, out of breath, "We're at 7.1, sir," Danny reported.

"Okay, I've got you…I'm just aerating the next section."

"Getting kinda cramped, sir...can't you hurry up?"

"I'm working on half power here."

"Stop complaining," Jefferson ordered.

Rose turned to Danny, "Mr. Jefferson says 'stop complaining.'"

"I heard," he replied.

So Rose turned to Jefferson, "He heard."

Toby lifted his wrist comm., "But the air's getting a bit thin."

"HE'S complaining now," Rose reported to the older man.

"I heard," Jefferson rolled his eyes.

"Can we please stop that?" the Professor asked, rubbing her head from a lingering zing she'd felt finishing up the soldering. She was now trying to tweak a few wires sticking out of the device as they waited.

Danny wiped some sweat off his face as Rose sniffed again, disgusted, "Danny, is that you?"

"I'm not exactly happy," Danny turned to her, defensive.

"I'm just moving the air..." Zach called, "I've got to oxygenate the next section. Now, keep calm...or it's gonna feel worse."

There was a loud bang at the end of the tunnel and Jefferson immediately aimed his gun.

"What was that?" Danny gasped.

"Mr. Jefferson, what was that?" Rose asked.

"What's that noise?" Toby turned fearfully.

"Captain...what was that?" Jefferson called into the comm..

"It's the Ood," the Professor reasoned.

"The junction in Habitation Five's been opened," Zach reported, "It  _must_  be the Ood. They're in the tunnels!"

"Well, open the gate!" Danny cried.

"I've gotta get the air in!"

"Just open it! ...sir."

"Where are they?" Rose breathed, "Are they close?"

"Don't know, I can't tell," Zach admitted, "I can't  _see_ them...the computer doesn't register Ood as proper life forms."

"Whose idea was that?"

"OPEN the gate!" Danny roared into the comm..

The gate opened and they all lunged through it, "Danny, turn left," Zach instructed, "Immediate left."

They crawled down the tunnel quickly, Jefferson going backwards with his gun at the ready, "The Ood, sir, can't you trap them?" Jefferson asked, "Cut off the air?"

"Not without cutting off yours," Zach replied as another bang sounded, "Danny, turn right. Go right! Go fast, Dan, they're gonna catch up!"

Danny rushed forward, frantic.

"I'll maintain defense of position!" Jefferson called, motioning for them to go on.

"You can't stop!" Rose looked back at him.

Jefferson just sat down and aimed his gun, "Miss Tyler, that's my job. You've got your task, now see to it."

"You heard what he said, now SHIFT!" Toby shouted, nudging Rose forward. They moved on, leaving Jefferson behind, the Professor giving him one final glance before following after Toby.

They heard him fire moments later as they crawled down the tunnels, finally reaching the next junction.

"8.2," Danny called into the comm., "Open 8.2. Zach!"

"I've gotta aerate it!" Zach shouted back.

"OPEN IT NOW!"

"I'm TRYING!"

Danny thumped his hand against the gate, desperate.

"Danny, stop it," the Professor called out, shaking, "That's not helping."

"Zach, get it open!" Toby shouted.

"Jefferson..." Zach spoke urgently, "I've gotta open 8.2 by closing 8.1. You've GOT to get past the junction, now that's an order, now MOVE!" there was a moment of silence as they heard Jefferson cease fire, "I'm gonna lose oxygen, Jefferson, I can't stop for your dramatics!" they could hear him shuffling, trying to reach them.

Gate 8.2 opened, allowing them through it.

"Come on!" Danny shouted, rushing through, Rose, Toby, and the Professor following along.

"Danny, turn left and head for 9.2," Zach ordered, "That's the last one. Jefferson…you've gotta move faster. Move!"

"Mr. Jefferson, come on!" Rose shouted, seeing him through the gate.

"Keep GOING!" Toby shoved her forward.

It was too late.

The gate closed, leaving Jefferson trapped on the other side.

"Regret to inform, sir..." his voice came over the comm. a moment later, "I was a bit slow. Not so fast, these days."

"I can't open 8.1, John," Zach said quietly, "Not without losing air for the others."

"And quite right too, sir," Jefferson agreed as they reached the end of the tunnel, "I think I bought them a little time."

"There's nothing I can do, John. I'm sorry."

"You've done enough, sir, made a very good captain under the circumstances," the Professor looked over, seeing Danny and Rose close to tears. She reached out hesitatingly towards Rose but pulled back at the last second, unsure if she would accept the comfort, "I ask, if you can't add oxygen to this section...can you speed up the process of its removal?"

"I don't understand. What do you mean?"

"Well...if I might choose the manner of my departure, sir...lack of air seems more natural than...well...let's say...death by Ood. I'd appreciate it, sir!"

"God speed, Mr. Jefferson."

"Thank you, sir."

A moment later Zach spoke again, "Report...Officer John Maynard Jefferson PKD...deceased...with honors. 43K2.1."

"Zach...we're at the final junction," Danny reported, "9.2. And er...if my respects could be on record. He saved our lives."

"Noted. Opening 9.2."

The gate opened only to reveal a horde of Ood right behind it, waiting for them. Danny, Rose, Toby, and the Professor scrambled back away in shock.

"Lower 9.2," the Professor called.

"Zach lower it!" Rose shouted.

"Back!" Danny ushered them, "Back! Back!"

"We can't go back!" Toby argued, "The gang point's sealed off, we're stuck!"

Rose looked up and noticed a grilling above their head, "Come on!" she shoved it up and out of the way, clambering through it, followed by Danny and the Professor, "Come on!" she shouted down to Toby, "Toby, come on! Toby, get out of there!"

"Help me!" he shouted, reaching up, "Oh, my God, help me!"

Rose and Danny hoisted him up through the hole as the Professor put the grilling back to buy them just a bit more time. They looked over to see more Ood approaching them from one end of the corridor.

"It's this way!" Danny shouted, running in the opposite direction, leading them as the Ood followed.

"Hurry up!" Zach shouted.

They ran into Ood Habitation, rushing over to the computer as the Ood that were already inside the pen looked up at them.

"Get it in!" Rose shouted.

"Danny, get down," Toby shouted.

"Transmit!"

"I'm trying, I'm trying!" Danny scrambled to get the chip in, "I'm getting at it…"

"Stop them!" Toby cried, as they all backed away from the Ood making their way up the stairs.

"Danny, just calm down and get the chip in," the Professor said quietly, her eyes on the Ood.

Danny took a single moment before managing to bash it into the computer, the reading falling straight down to Basic 0. The Ood began to clutch at their heads, stumbling about, before collapsing to the floor.

"You did it!" Rose smiled, "We did it!"

"Yes!" Danny cheered, hugging Rose in delight.

She turned and hugged Toby while the Professor nodded a 'job well done' at Danny before he hugged Toby as well.

"Zach, we did it," Rose called into the comm., "The Ood are down. Now we've gotta get the Doctor."

"I'm on my way," Zach replied as they turned and ran out of Ood Habitation, none of them noticing the Professor pull a wire or two from one of the junk bins off by the wall.

~8~

"You get representations of the Horned Beast right across the Universe," the Doctor spoke as he was propelled lower into the pit, into the darkness, "In the myths and legends of a million worlds. Earth..."

' _Draconia_ ,' the Professor added, having kept tabs on him throughout his excursion, as soon as the comms. had been disabled.

"Velconsadine..."

' _Daemos..._ '

"The Kaled God of War...it's the same image, over and over again. Maybe...that idea came from somewhere. Bleeding through...the thought at the back of every sentient mind."

"Emanating from here?" Ida asked.

"Could be."

"But if this is the original...does that make it real? Does that make it the actual devil, though?"

"Well, if that's what you want to believe. Maybe that's what the devil is, in the end. An idea."

' _What is it?_ ' he added, hearing her chuckle in his head.

' _Nothing,_ ' she said, ' _It's just…you, abseiling…it reminds me of when we went_ _spelunking,_ ' she paused, thoughtful, ' _It's funny…I was never scared of heights when I was with you._ '

' _Really?_ '

' _I always felt safe._ '

He smiled, ' _I'm glad._ '

The cable ran out and the Doctor jerked to a halt.

"That's it," Ida sighed, "That's all we've got," the Doctor pressed a button on the device on his wrist, "You getting any sort of readout?"

"Nothing," he replied, "Could be miles to go, yet. Or...could be thirty feet. No way of telling," he paused, "I could survive thirty feet."

"Oh no you don't! I'm pulling you back up," the rope began to hoist him up so he pushed a button on his own end to stop it, "What're you doing?"

"You bring me back, then we're just gonna sit there and run out of air. I've gotta go down."

"But you can't," she breathed, scared, "Doctor, you can't."

"Call it an act of faith," he started releasing the hooks holding him to the cable.

"But...I don't want to die on my own…"

The Doctor paused, before sighing, "I know."

He released another hook.

~8~

Rose ran to the comm. as soon as they reached the exploration deck once again, "Doctor? Are you there? Doctor? Ida? Can you hear me?"

"The comms. are still down," Zach said, joining them, "I can patch them through the central desk and boost the signal. Just give me a minute," he started working at the computer while Rose looked on anxious, eyes wide.

The Professor looked down, knowing what the Doctor was planning and turned, finishing the last bit she needed for her device, focusing on that. She didn't want to bother the Doctor, he needed to focus.

~8~

The Doctor released another hook, "I didn't ask, have you got any sort of faith, or..."

"Not really," Ida replied, "I was brought up Neo Classic, congregational...because of my mum, she was..." she paused a moment, "My old mum. But no, I never believed."

"Neo Classic, have they got a devil?"

"No, not as such. Just um...the things that men do."

"Same thing in the end."

"What about you?"

The Doctor paused for a long moment, thinking, "I believe...I believe I haven't seen everything, I don't know...it's funny, isn't it? The things you make up, the rules. If that thing had said it came from BEYOND the Universe, I'd believe it, but BEFORE the Universe...impossible. Doesn't fit my rule. Still, that's why I keep travelling. To be proved wrong. Thank you, Ida."

"Don't go!" she pleaded.

"If they get back in touch...if you talk to Rose...just tell her...tell her I...oh, she knows," he looked down before resting his head against the rope, thinking, "But  _she_ doesn't know," he whispered, "I never told her…" he swallowed hard, "If the Professor is there…tell her…" he shook his head, no, he wouldn't burden her with  _that_  if he didn't make it, "Just tell her, I'm sorry, for everything."

He released the rope and fell back into nothingness.

"Doctor?" Rose called through the comm., "Are you there? Doctor, Ida? Can you hear me?"

~8~

"Are you there, Doctor?" Rose tried again.

"He's gone," Ida breathed.

"What do you mean, 'he's gone?'"

"He fell. Into the pit. And I don't know how deep it is, miles and miles and miles."

"But...what do you mean 'he fell?'" Rose's voice broke.

"I couldn't stop him. He said your name...and…is the Professor there?"

"I'm here," the Professor called.

"He told me to tell you…he's sorry."

Rose shut her eyes tight, she couldn't believe that the  _Professor_  had gotten a message and she hadn't.

"Rose…" the Professor stepped up, but Rose backed away from her, "Rose, he's alive."

Rose's eyes snapped open, "What?"

"He's alive. I can feel it…he's still there."

Rose stood there, stunned, unsure whether she should believe the girl or not.

"I'm sorry," Zach took the comm. from Rose, needing to talk to Ida, "Ida? There's no way of reaching you. No cable, no backup...you're ten miles down...we can't get there."

"You should see this place, Zach," Ida said a moment later, "It's beautiful. Well, I wanted to discover things..." she sniffled as she began to tear up, "And here I am."

"We've got to abandon the base. I'm declaring this mission unsafe. All we can do is make sure no one ever comes here again."

"But we'll never find out what it was?"

"Well, maybe that's best."

"Yeah."

There was a moment of silence before Zach spoke again, "Officer Scott…"

"It's alright," she cut in, "Just go. Good luck."

"Thank you," Zach breathed before shutting off the comm. and turning to the crew, "Danny, Toby, close down the feed links. Get the retrotopes online. Then get to the rocket, strap yourselves in. We're leaving."

Rose turned to him, "I'm not going."

"Rose, there's space for you. For the both of you."

"No, I'm gonna wait for the Doctor. Just like he waited for me."

"I'm sorry," Zach stepped forward, "But..."

"You don't know him," Rose cut in, her voice breaking as she tried to hold in her tears, "The Professor says he's alive, then he's alive. And even if he wasn't, how could I leave him? All on his own, all the way down there? No. I'm gonna stay."

Zach glanced back at the Professor, an understanding passing between them as she nodded shortly at him, stepping back, away from Rose.

Zach nodded as well, "Then I apologize for this. Danny, Toby, make her secure."

Danny and Toby stepped on either side of her, each taking an arm, "No, no!" she cried, struggling, "No! No! No! Let me go!" she strained and screamed at them, "Get off me! I'm not leaving!" Zach plunged a needle into her arm, sedating her, "No..."

She fell forward, unconscious, as Zach caught her, "I have lost too many people," he muttered to her, "I am not leaving you behind," he looked up at the Professor, "We can't wait," she nodded as he hoisted Rose onto his shoulder, "Let's get her on board."

The Professor swallowed hard as she followed Zach out of the room. She had promised the Doctor she would protect Rose…and so she would, even if Rose didn't want her to.

They headed out into the corridor where there were Ood scattered about.

"Did that one just move?" Toby pointed at one as it twitched again, opening its eyes and lifting its head.

"The telepathic field," the Professor remarked with a flinch, "It's reasserting itself."

"Move it!" Zach shouted, hurrying down the corridor, "Get to the rocket, move!"

~8~

"Dislocating B-Clamp," Zach reported as he began to pilot the ship. The Professor sat next to him in the co-pilot's chair while Rose was behind her, sitting to the right of Toby who had Danny on his left, "C-Clamp, raising blue nitrates to maximum…Toby, how's the negapact feed line?"

"Clear!" Toby read, "Ready to go, sir. For God's sakes, get us out of here!"

Danny looked over as Rose started to stir, "Captain...I think we're gonna have a problem passenger..."

"Keep an eye on her," Zach ordered.

"Wait..." Rose shook her head, still a bit groggy, "I'm not…"

"It's alright, Rose," Danny tried to sooth her, "You're safe…"

"I'm not going anywhere!" she shouted, tugging at her seatbelt, "Get me out of this thing! Get me out!"

"And...liftoff!" Zach called as the rocket blasted off.

~8~

"A rocket..." the Doctor breathed, hearing it taking off.

' _Rose is safe,_ ' the Professor assured him, ' _I promised I'd protect her._ '

He swallowed hard, nodding as he continued his trek.

~8~

Rose spotted the bolt gun Zach had brought from the base and grabbed it, pointing it at Zach, "Take me back to the planet," Zach didn't reply, he didn't even turn around, though the Professor had, "Take me BACK!"

"Or what?" Zach scoffed.

"Or I'll shoot."

The Professor quickly reached out and yanked the gun from Rose's grasp, startling the girl, "The Doctor wouldn't want that."

Rose glared at her, "How could you!" she nearly spat, "You said you  _loved_  him! How could you just leave him there? You wouldn't have, you couldn't have if you really…"

"I did it 'cos I promised him I'd protect you!" the Professor shouted, the first time Rose could ever recall the girl doing so, "And I don't break my promises to him, ever, no matter what. No matter how much it hurts or what it costs me, alright? My  _only_  concern from the moment I made it was keeping you safe and breathing!"

Rose blinked at her, stunned from the force behind the Professor's yell and how much had spilled out in her words.

The Professor turned back in her seat and took a deep breath, pressing a hand to her head, trying to calm herself down.

She lied.

There was one promise, only one, that she had ever made to the Doctor and failed to keep. The day of his wedding, his Union, she had gone to see him as he prepared for the ceremony, he'd looked so sad when he made her promise that she would be happy, find a nice bloke one day, and just be happy…she never had.

"It's too late anyway," Zach said, trying to shake off the tension, "Take a look outside. We can't turn back. This is what the Doctor would have wanted," Rose looked out the window to see them speeding away from the black hole, "Isn't that right?"

~8~

The Doctor shown his torch on the wall of an underground cavern, seeing crude drawings of a horned beast and tiny stick figures surrounding it.

' _What do you make of this?_ ' he called to the Professor, sending her the image.

A moment later there came a tense reply, ' _History of a battle. Man against Beast. They defeated the Beast and imprisoned it._ '

He paused, frowning, ' _Are you alright?_ '

She didn't answer.

He was about to ask again when his light fell on what looked like a large vase on a stand. Surprised, he turned to look back at the picture, seeing the people carrying the vase on their heads. He approached one slowly, seeing another in line with it a few feet away.

"Or maybe that's the key..." he muttered, touching it, watching as they both lit up, "Or the gate, or the bars..."

He turned, hearing a quiet growl. His mouth dropped open at the sight before him. In the pit was a huge horned beast, chained down and roaring at him.

~8~

In the rocket, Toby started to laugh quietly to himself as Rose did up her seatbelt again after having tried to escape it before.

"What's the joke?" Danny asked.

"Just...we made it," Toby sighed, "We escaped. We actually did it."

No one else laughed.

"Not all of us," Rose reminded him.

"We're not out of it yet," Zach agreed, "We're still the first people in history to fly AWAY from a black hole."

"The first humans," the Professor commented quietly though no one seemed to notice.

"Toby, read me the stats."

Toby looked up at the reading above him, "Gravity funnel holding, sir. Always holding."

~8~

The Doctor stared, wide eyed, at the Beast, "I accept that you exist. I don't have to accept what you are, but you're physical existence, I'll give you that," the Beast growled but the Doctor just took a few steps forward, "But I don't understand. I was EXPECTED down here. I was given a safe landing, and air. You need me for something. What for?" the Beast lunged forward, straining against the chains, "Have I got to...I dunno, beg an audience?" he wondered, unsure, "Or...is there a ritual? Some sort of incantation or summons or spell, all these things I don't believe in, are they real?" the Beast just looked at him, "Speak to me! Tell me!"

But the Beast was silent.

"You won't talk. Or…you CAN'T talk. Hold on, hold on. Wait a minute, just let me..." he shook his head, trying to think, "Oh! No. Yes! No..."

' _Think it through,_ ' the Professor's wise words whispered to him.

He nodded, "You SPOKE before," he looked up at the Beast, "I heard your voice. An intelligent voice. No, more than that, brilliant! But, looking at you now...all I can see..." the Beast growled, "Is..." and growled, "Beast. The animal. Just...the body. You're just the body, the physical form! Right?"

' _Right?_ ' he called to the Professor.

' _I don't know,_ ' she replied, ' _I can't analyze it from here…_ '

' _Look through my eyes. Use them to scan it._ '

She hesitated, ' _It may not be spot on…_ '

' _You can do it,_ ' he smiled, encouraging her as he stared at the Beast intently.

~8~

The Professor closed her eyes, feeling herself pulled out of the ship and into the pit, staring up at a large horned creature. She eyed it curiously a moment, examining it intently, taking in every aspect and detail, before gasping, her eyes snapping, in the ship again.

~8~

' _It's just the body,_ ' she affirmed.

"What's happened to your mind?" the Doctor wondered, "Hmm? Where's it gone? Where's that intelligence?" he glanced up, realizing, "Oh, no..."

~8~

"Stats at 53, funnel status at 66.5," Toby read the report, "Hull pressure constant. Smooth as we can, sir. All the way back home," Rose just stared out the window, devastated, "Coordinates set for planet Earth," the corners of his mouth turned upwards in an unpleasant smile, when he noticed the Professor eyeing him from the side of her chair, "What?"

"Nothing," she replied, turning around, taking a deep breath as she too realized what the Doctor had.

~8~

The Doctor shown his torch on the symbols covering the walls, "You're imprisoned. Long time ago. Before the Universe, after, sideways, in between, doesn't matter. The positioning is PERFECT _._ It's absolutely…it's eternal. Oh, YES! Open the prison, the gravity field collapses! This planet falls into the black hole! You escape, you die. BRILLIANT! But that's just the body. The body is trapped, that's all. The devil is just an idea. In all those civilizations, just an idea," he paused, edging forward again, "But an idea is hard to kill. An idea could escape. The mind, the mind of the great Beast, the mind can escape! Oh, but that's it!  _You_  didn't give me air, your  _jailers_  did!  _They_  set this up! All those years ago! They need me alive. Because if you're escaping, then I've gotta stop you."

The Beast roared in fury, straining against the chains as the Doctor picked up a rock, "If I destroy your prison, your body is destroyed. Your mind with it!" he swung the rock over his head, ready to bring it crashing down on one of the vases when he stopped suddenly and dropped it, "But then you're clever enough to use this whole system against me. If I destroy this planet, I destroy the gravity field. The rocket…the rocket loses protection and falls into the black hole. I'll have to sacrifice Rose. Lose the Professor…again…" he looked up at the Beast, disgusted, as it laughed.

~8~

"It doesn't make sense," Rose remarked in thought, "We escaped, but there's a thousand ways it could've killed us. It could've...ripped out the air or...I dunno, burnt us, or anything. But it let us go. Why? Unless it wanted us to escape..."

"Hey, Rose, do us a favor…" Toby leaned over to her, "Shut up," Rose just stared at him as he looked away, "Almost there. We'll be beyond the reach of the black hole in 40...39..."

The Professor looked down at the bolt gun in her lap, seeing that she had absently been checking it over with her hands, checking its settings. She let out a frustrated breath before scrunching her eyes shut and falling back against the chair, torn.

~8~

"So, that's the trap," the Doctor shook his head, "Or the test or the final judgment, I don't know. But if I kill you, I kill them."

' _Do it,_ ' the Professor whispered to the Doctor.

' _What?_ ' he breathed, stunned.

' _I promised to protect Rose. I know what to do…trust me._ '

He blinked, taking a breath, ' _I do._ '

He nodded, turning to the Beast, a firm expression on his face, "Except that implies, in this big grand scheme of Gods and Devils, that either of them are just victims and you have not met my friend if you believe that. 'Cos I've seen a lot of this Universe. I've seen fake gods and bad gods and demigods and would-be gods, out of all that, out of that whole pantheon, if I believe in one thing...just one thing..." he grabbed the rock, "I believe in HER."

He smashed it down on the vase, destroying it before shattering the second one.

~8~

The rocket started to shake violently, "What happened?" Danny looked around frantic, "What was that?"

"What's he doing?" Toby gasped, eyes wide, clearly not talking about anything going on in the rocket, "What is he doing?"

And that was all the evidence the Professor needed to know her theory was correct.

"We've lost the funnel!" Zach shouted, "Gravity collapse!"

"What does that mean?" Rose yelled.

"We can't escape," Zach shook his head, struggling to pilot, "We're headed straight for the black hole!"

~8~

"This is your freedom!" the Doctor spun to the Beast, "Free to 're going into that black hole and I'm riding with you!"

Flames flew out of the Beast's mouth as he screamed and burned alive.

~8~

"It's the planet!" Rose shouted, looking out the side window, "The planet's moving. It's falling."

She sat back in her seat and glanced at Toby only to reel back in shock. He was glaring at her, eyes red, the black symbols over his skin once more.

"I am the rage!" Toby began in the voice of the Beast.

"Rose unstrap him!" the Professor shouted, leaning around the seat.

"And the bile and the ferocity!"

"What?" Rose looked at her as though she were mad.

"I am the Prince and the Fall and the Darkness!"

"Just do it!" the Professor shouted.

"It's him!" Danny cried, trying to back away, "It's him! It's him!"

"Stay where you are, the ship's not stable!" Zach shouted as Toby expelled flames from his mouth, "What is he? What the HELL is he?"

"Trust me!" the Professor called.

"I shall never die! The thought of me is forever! In the bleeding hearts of men, in their vanity and obsession and lust…"

"Do it!" she shouted.

Rose lunged forward, hitting the unlock button of Toby's harness.

"Nothing shall ever destroy me!" he jumped to his feet, "Nothing!"

The Professor turned to the window and fired a blast, shattering it. Toby was sucked through in an instant and cast out into space, heading straight for the black hole, roaring in fear and anger.

"Emergency shield!" Zach shouted, pressing a button. An emergency shield activated, covering the hole in the window. The rocket continued to shudder and shake, still headed for the black hole, "We've still lost the gravity funnel. We can't escape the black hole!"

"Quick, everyone get up!" the Professor called, unstrapping herself and standing.

"What?" Zach looked up at her, stunned.

"Get to the escape pod," she pointed, turning and unstrapping Zach herself as Danny and Rose scrambled to get themselves free.

"Are you insane!"

"Trust me," she told him serious, hefting him up and half shoving him back where Danny was running to the emergency escape pod, "Do it! Out!"

Danny opened the pod in the back of the ship, getting in, followed by Rose and then Zach. Rose turned back, seeing that the Professor hadn't stepped in, "What are you doing?" she demanded.

"Keeping you safe," the Professor said, slamming the door shut and hitting the eject button, casting them out into space, the force of the expulsion sending them off, away from the hole for now, giving them more time. She ran back to the main room, standing before the computer, watching, waiting. There was one key moment, one single chance she would get to do what she needed.

She watched the diagram as the planet slowly fell back towards the black hole.

~8~

The Doctor ran down a tunnel, ducking from the debris raining down around him, when a blast of air knocked him backwards, straight into something blue. He looked up and beamed, seeing the TARDIS!

~8~

"The planet's gone," the Professor whispered to herself, watching as the diagram disappeared into the black hole, "Almost time…"

She held her device tightly in her hand, waiting, hoping her timing would be precise enough to allow her to survive what she had to do...

~8~

Rose, Zach, and Danny held tightly to one another in the small escape pod as it shook and rocked violently, being pulled back towards the black hole.

"First human beings to fall inside a black hole," Zach remarked humorlessly, "How about that? History."

Rose closed her eyes tightly, all of them not wanting to look, just waiting to hit the hole when suddenly the shaking stopped and everything fell silent.

"What happened?" Rose breathed.

"We're...turning," Zach said as they felt the capsule move, "We're turning around. We're turning away!"

"Sorry about the hijack, captain," the Doctor's voice patched in over the comm., "This is the good ship TARDIS," Rose's mouth dropped open in shock, "I'm just towing you home. Gravity-schmavity. My people practically invented black holes," he paused in thought, "Well, in fact, they did. Just bringing you up alongside now."

A moment later the door of the pod opened to reveal the inside of the TARDIS, the doorway lodged in the TARDIS's doorway. Rose practically flew out of the pod and straight to the Doctor as he scooped her up into his arms.

"What the hell…" Zach breathed, staring around at the inside of the Doctor's ship.

"Ida!" Danny noticed the woman sitting up, unconscious, running over to her with Zach.

"She's alive!" Zach breathed, checking on her.

"YES! Thank God."

"Yeah!" the Doctor waved them off, "Bit of oxygen starvation, but she should be alright," he frowned, "I couldn't save the Ood. I only had time for one trip. They went down with the planet…" he trailed off, looking around, his eyes widening when he realized someone was missing, "The Professor…where is she?"

Danny, Zach, and Rose stiffened, looking at each other, uncomfortable.

"Rose…" he turned to her, "Where is she?" Rose looked away. He strode over to her, grabbing her arms, "Where is she?" he demanded, "Rose, where is she?"

Rose blinked back a few tears at his reaction, unable to look him in the eye, unable to tell him of the sacrifice the Professor had made...for her. Instead, she looked towards the doors, at the black hole they could see above the pod.

"No…" he breathed, running to the door and looking out. They could just make out the shuttle getting sucked in, "No!"

Suddenly there was a bright light...inside the hole, actually inside the hole!

"But that's impossible," Zach breathed, as he and Danny came to stand by the door as well, watching as the light expanded.

"What's happening?" Rose asked, seeing the Doctor staring wide eyed at the black hole.

"She's closing the black hole," he breathed.

"But that's impossible," Danny repeated not only Zach's words but the Doctor's.

The Doctor shook his head, "If anyone can it's her."

"Why?" Rose asked.

"My people invented black holes. More specifically, her ancestors, she would know better than anyone how to reverse it."

A moment later, the light blinked out.

The humans were stunned, looking out into space only to see the black hole was gone. Though in the distance, they could just see a tiny shuttle floating there. The Doctor ran back to the central console, "Professor!" he shouted into the link, "Professor!"

~8~

Ida slowly came to back on the rocket with her friends, the two of them telling her about the Doctor's ship.

"I can't remember," she frowned, disappointed she couldn't recall the extraordinary ship.

"Well, it LOOKED like a box," Danny added.

Zach nodded, "Doctor locked onto the rocket and had it set down in the hull. A big blue box. It just appeared!"

"Zach?" the Doctor's voice came through the comm., "We'll be off, now. Have a good trip home."

"How's the Professor?" Danny called.

"Fine," the Professor answered, her voice shaking just a bit.

As soon as the TARDIS had touched down, the Doctor had bolted out of it in search of his friend, finding her collapsed in the cabin with what he claimed was a crudely made device that could shut down black holes. How she had managed to make it out of the tech from the base, he still couldn't figure out. She had come to moments later, much to the Doctor's relief.

"Word of advice," he cut in again, "The next time you get curious about something…oh, what's the point? You'll just go blundering in. The human race..."

"But Doctor, what did you find down there?" Ida called, "That creature, what was it?"

"I don't know."

"The writing wasn't very specific," the Professor added.

"Well, that's a relief!" he cheered, "Day I know everything? Might as well stop."

"You'll never stop," the Professor joked.

"What do you think it was?" Rose cut in, "Really?"

"I think...we beat it," he replied, "That's good enough for me."

"It said I was gonna die in battle…"

"Then it lied."

"It said a lot of things," the Professor added, trying to reassure the girl as well.

"Right, onwards, upwards. Ida, see you again, maybe!"

"I hope so," Ida agreed.

"And thanks, boys!" Rose cheered.

"Hang on though, Doctor…you never really said...you three...who are you?"

"Oh..." the Doctor trailed a bit, "The stuff of legend," and then he cut the comm..

~8~

Rose hesitated a moment as she watched the Professor sit at the edge of the TARDIS doors, looking out at the stars. A moment later the Professor glanced back and saw her.

"What's wrong?" she asked, turning and standing, leaning against the doors to face her.

"I've treated you badly," Rose admitted, "I've said things to you and done things with the Doctor just because I knew it would get to you. By rights you should hate me…" she held up her hand to stop the Professor from interrupting, "But out there, today, you risked your life to save me."

And she had. All her thoughts and belief that the Professor was only protecting her to make herself more appealing to the Doctor had flown out the window because...they had no solid proof, just a belief, that the Doctor would survive facing the Beast. And yet the Professor had still risked her life to seal the black hole, just to save her. There was no reason to do it to seem better to the Doctor if he wasn't going to survive, granted there was little chance that the Professor would have survived as well which meant it was all to keep HER safe from the black hole. And...if the Professor knew the Doctor  _would_  survive, then  _she'd_  gone out there with little chance of survivng just to keep  _her_  with the Doctor. He'd told them that it had been a one-in-a-billion chance that she'd survive, that she'd manage to close the black hole in time and not get trapped within it in the process. He'd been so afraid because her reflexes and timing hadn't been up to par since she'd regenerated. And she realized, the Professor couldn't be trying to take the Doctor away if she was truly willing to let herself be taken out of the picture, leaving just her and him.  _Saying_  she wanted to stay on Earth to not come between the two of them was one thing,  _doing_  something was another.

She'd been wrong, this whole time.

"Yeah," the Professor nodded, swallowing hard. She was till having trouble coping with coming face-to-face with a theory she'd only discussed in one ancient dusty room in the Academy for a class.

"Why?" she couldn't help but feel that there was more to it than just a promise to the Doctor.

The Professor was silent for a long moment before shrugging, "The Doctor would miss you more."

And with that, she walked past a stunned Rose and up the stairs, back to her room.

~8~

" _Run!" the Doctor shouted, "Run! Go!"_

_The three of them ran down a dark hallway, trying in vain to escape the Daleks chasing after them. They burst out into the street, into the downpour of rain, and ran as fast as they could back to the TARDIS._

_Rose tripped, falling to the ground with a grunt._

" _Rose!" the Professor shouted, running back to her as she pushed herself up, just as a Dalek appeared in an Emergency Temporal Shift, ready to fire, "No!" she shoved Rose out of the way, taking the blast for herself._

_She flew through the air, landing in a heap against an old brick wall._

" _NO!" the Doctor screamed, running to her side, checking her. He shook his head frantically, her hearts had stopped...the blast had been too much…she was gone…the regeneration hadn't been able to kick in, she'd died before it could start, "No…not again…" he breathed, tears mixing with the rain pounding down on him._

" _Doctor," Rose ran to his side, "Doctor, we've got to go! Now!"_

_She tried to pull him to his feet but he shoved her away, "No…no…" he muttered brokenly, "Kata, no…you can't go…I never said…"_

" _Doctor!" Rose tried again._

" _No!" the Doctor shouted, shoving her away one final time. He looked back as the Dalek approached, ready to fire once more, and held out his arms, taking the blast, falling down beside the Time Lady._

" _Doctor!" Rose shrieked, rushing to his side, checking on him like he'd checked on the Professor..._

_He was dead._

_She shook her head, looking up to see the Dalek advancing. She pushed herself up and ran past it, into the TARDIS whose lights were dimming fast. She ran over to the main console, dropping to her knees, "Please," she whispered, "Take me back…"_

_The TARDIS gave a sick hum before starting up, wheezing more than Rose had ever heard her, before jerking to a stop, landing. Rose ran to the door, looking out to see the TARDIS had landed in the alley just beside where the Professor and the Doctor had died._

_A moment later she saw the Doctor run around the corner, towards the TARDIS, herself following, and then the Professor. She watched herself trip, the Professor turning to rush towards her. She saw the crackle of the Dalek's energy just before it appeared and ran as fast as she could._

_Before the Professor could even blink Rose slammed into her, sending them both to the ground as the Dalek fired, striking her past self, killing her._

" _Rose, no!" the Doctor shouted as the Professor looked between Future Rose and Past Rose, the future version fading entirely now that her past had been changed._

" _Rose," she breathed, shaking her head as she ran over to the fallen girl's side, "No…no…" she looked up at the Doctor, "I tried…I…I don't know…"_

" _Exterminate!" the Dalek shouted, powering up again._

_The Doctor looked over, alarmed, before his face set in a grim and angry fashion. He stood up with Rose in his arms, grabbing the Professor's hand, and pulling her towards the TARDIS, dematerializing moments before the Dalek fired again…_

The Doctor shot upright in his bed with a gasp, the nightmare replaying in his mind's eye over and over...watching as the Professor was shot and then Rose…

He quickly scrambled out of bed and ran down the hallway, he needed to check…needed to make sure. He gently opened the door to the bedroom, peering in to see the gentle rise of the Professor's chest as she slept.

He let out a breath of relief, glancing down the hall at Rose's door before looking back at the Professor.

It was just a nightmare.

"Doctor?" the Professor called, a bit drowsy from sleep, as she rolled over, the light from the hallway waking her, "You alright?"

He nodded, "Fine…just a bad dream…"

She nodded slowly, scooting back, and pulling down the sheets of her bed. He stepped into the room and shut the door behind him, quickly walking over to get in beside her. He pulled her into his arms, just looking at her, as though still trying to reassure himself she was alive.

"Hmmm…" she hummed, her eyes closing, "We haven't done this since we were children."

They had often snuck into each other's rooms at the Academy when they were younger, whenever nightmares plagued them or they couldn't sleep, they sought comfort in each other.

"I know," he agreed sadly, "We were what? 90?"

"You were 90. I was 88."

He nodded in thought, "Why did we stop?"

"I was cross with you," she sighed, snuggling up to him.

"Why?"

"You went to the Medusa Cascade with OUR device and took the Master. You said we'd go together."

"He cornered me on my way to find you. Caught me red handed with our device to seal the rift and threatened to report me unless I brought him along instead. I apologized for that about a thousand times!"

"Was still cross," she murmured, before adding, "1,001 might have helped."

He laughed softly, she always was a bit of fun when she was half asleep, he should have just considered himself lucky she was mostly coherent this time, "Well then, I'm sorry."

"S'ok," she slurred.

He smiled, kissing the top of her head before closing his eyes, letting the sound of her breathing and her hearts beating lull him into a peaceful sleep.

* * *

**Notes for the Chapter:**

> I tried to portray Rose's shifting feelings in terms of the Professor, she finally seems to have gotten over seeing the Professor as an imminent threat, but the idea that she could be is still there, though not as prominent, only coming out in times of crisis like the Doctor facing such a foe. Hopefully though, that'll all be settled now that she's seen just how far the Professor is willing to go to protect her for the Doctor.


	8. Love and Monsters

**Notes for the Chapter:**

> I wasn't entirely sure what to do with this episode since it was so Doctor-lite. I tried to incorporate the Professor and confusion about who she is with LINDA (is she a Companion? A Time Lord?), I also shortened some scenes, condensed them, so it's not a whole mess of flashbacks. Feel free to read the whole thing, anything in italics is Elton in the past, anything in regular font is the present. But if you'd like, it only is different from the episode when Elton is describing the red-blue buckets incident and then near the end just after they see the Absorbaloff, all other times the Professor is just mentioned grouped with the Doctor and Rose, so you could skip to that.

_A man with blond hair stood in a disused building site, looking around quickly before he caught sight of something in the distance. He ran towards it, up a hill, till he reached the top, panting. Across from him were a series of identical outbuildings, all looking very run down, with a blue phone box set up in the middle of it all, looking quite out of place. The man frowned as he stared at the box, slowly making his way towards it._

_He reached out hesitantly before placing a hand on the door._

" _Doctor!" a young woman shouted in the distance, "Doctor, the trap!"_

_He spun around, looking towards the building where the shouting was coming from, and ran towards it. He burst into the warehouse, hearing shouts and scuffling coming above him._

" _Where's he gone?" a man shouted, "Can you see him?"_

" _There he is!" another woman called._

" _Stop, no!" the first woman warned, "Watch out! There!"_

" _Where?" the man asked._

" _There! Over there!"_

" _Quick get the supplies!" the man shouted and there were footsteps racing above him, "Toss me the meat and go with her!" followed by another set._

_He ran up the stairs, towards a corridor with doors on either side and one at the end where the banging and growling noises were coming from. He squinted, seeing a bright light under it before walking cautiously up to the door. He pushed it open to reveal a ferocious, snarling, monster that turned and roared at him._

~8~

"That's what it did," the very same blond man spoke into a camera, recalling the scene, "It went RRROOOOAAAAAAAAARRR! And if you think  _that_  was the most exciting day of my life, wait 'til you hear the rest. Oh boy..." he shook his head with a soft smile, "So there I was, with that thing going RAAAAH..."

~8~

_The monster started to approach him, snarling menacingly, when a man in a brown suit appeared behind it, dangling a large pork chop just out of the monsters reach, "Here, boy! Eat the food! C'mon, look at the lovely food! Isn't that nice? Isn't it? Yes it is!" the monster turned to face the suited man who glanced over at him, "Get out of here, quickly!" he turned back to the monster, "Have some, boy! Wouldn't you like a porky-choppy then?" before looking back at him, "I said, run!"_

_He stumbled back to the end of the hall just as a blond woman came charging past him, a blue bucket in her hand. With a loud cry she flung the contents at the monster which howled and clutched its eyes._

" _Wrong one!" the man shouted, "You made it worse!"_

" _You said blue!" the woman argued._

" _I said 'not blue!'" he countered. The monster turned to the blond woman who whimpered and sprinted off, the monster after her, as the man rolled his eyes, irritated, "Oh...hold on!" he slammed the door shut._

_There was a moment of silence and stillness as the blond man backed away, staring in shock. Suddenly the blond woman, the man, and the monster proceeded to run in a very Scooby Doo-like fashion through the doors. First the man was chased by the monster through the back doors, before the girl was chased in the opposite direction. Both the man and woman ran through the doors closest to him as the monster chased them just as they appeared running through the back doors. Then the man and woman appeared from the back and front doors while the monster ran out of the middle doors._

_It was all very confusing._

_The blond woman ran past the front doors, chased by the monster just as another woman with light ash-brown hair ran past him, holding a red bucket this time, "Oh, sorry!" she called, nearly knocking into him as she ran straight to the monster and splashed it with the red bucket's contents._

_The suited man ran out of the front door, stopping short at the sight of the monster falling to the ground, "Good job!" he grinned, scooping the second woman into his arms and spinning her around with a laugh. He put her down and glanced over to see him still standing there. He frowned and took a step towards him, "Hold on...don't I know you?"_

_The blond man just turned and ran down the stairs, out of the building. As he fell back against a wall, panting, he could hear a wheezing noise of engines starting up. He let his head fall back, defeated, he'd missed his chance._

~8~

"You can't imagine it, the Doctor's machine, the most beautiful sound in the world," the boy continued, speaking into the camera, "Yet that wasn't the first time I met the Doctor, and it certainly wasn't the last. Oh no. I just put that bit at the beginning because it's a brilliant opening. But...er...this is the story of me, and my encounters with alien life forms. But be warned, because it is gonna get scarrrrry," he leaned towards the camera menacingly, teeth bared, before falling back, "I…I need a remote control zoom, I'm having to do that with the lean, the  _scarrrrry._ But look, don't worry, 'cos it's not just me sitting here talking, oh no."

~8~

_He was standing outside an ordinary suburban street, talking into the camera, "That's Ursula on camera."_

" _Hello!" Ursula waved her hand in front of the camera._

" _My good friend, Ursula Blake, and my brand new camera," he grinned before turning and motioning towards a beige colored house. The camera zoomed in on it a moment before focusing back on him, "That was my family home, down there…" he turned to whisper, "I did try, but there's two women live there now and they're a bit...severe," he grimaced, "So...never mind. But that, is where it all started. That's when I first met the Doctor."_

_He frowned, thinking back to the night he'd climbed down the stairs only to see the strange man in a brown suit and jacket standing by the window of his living room, the Doctor._

" _What was it...er...I must have been 3 or 4 years old," he shook himself out of his thoughts, "Middle of the night, went downstairs, and there was this…man."_

" _So what happened?" Ursula asked, seeing him trail off in thought, "Elton, tell me. Why was he there?"_

" _I don't know," he sighed, "I…I still don't know. All those years ago..."_

~8~

Back in his house, Elton looked at the camera, "OK, first thing's first, my name is Elton. Er...not to be confused with…" he grimaced, thinking of Elton John, "I left school, got a job, Transport Manager, Rated Logistics, modest little haulage company, perfectly normal life, and then...it all went mad.

"Two years ago, I was in town, I was stocking up. You know, nothing special, all the usual stuff, when all of a sudden...shop window dummies! Come to life!" he shook his head, thinking back to how he'd almost gotten run over fleeing from the mannequins, "I survived...obviously...

"Twelve months later, I'm back in town. I'm up west, looking for a new suit, something nice and smart, when I hear this plane overhead…I turned and looked up just as a large alien spaceship nearly demolished Big Ben! But it wasn't over yet, 'cos then...Christmas Day...I'm in bed fast asleep, nice and cozy, quarter to eight in the morning, when all of a sudden…SMASH!" he gestured back at the windows of his room, "And I was stuck in bed, right, 'cos there was glass everywhere! And I was barefoot! I had to invent a rudimentary pulley system just to reach my boots! And by the time I'd done that...spaceship in the sky..."

He sighed, "And that's when it all started happening. That's how I met Ursula…that's how I met Victor Kennedy...that's how I met Jackie Tyler…and that's how I finally met the Doctor and realized the truth."

~8~

Elton turned on the video camera, sniffing and wiping his nose, as though he'd either just woken or been crying.

"Um, I should say, this isn't my whole life," he defended, "It's not all...spaceships and stuff, 'cos I'm into all sorts of things. Er...I like football...I like a drink...I like Spain, and if there's one thing I really love, Jeff Lynne and the Electric Light Orchestra, 'cos you can't beat a bit of ELO," he laughed, "So, great big spaceship hanging over London. Imagine the theories. The Internet was on meltdown. But I kept on digging. Something was going on, oh yes," he glanced at his computer, recalling the website he'd found with a picture of the Doctor against a falling snowflake background, 'My Invasion Blog,' it was called, "And then one day, on some obscure little blog by someone called Ursula Blake, it was like a chance in a million. It was him, it was that man again but the photo was new, it was taken on Christmas Day but Christmas just gone. And he looked exactly the same."

~8~

_He and Ursula were sitting on a park bench together, talking about the blog he'd found, "His name is the Doctor," Ursula told him._

" _Doctor what?" Elton frowned._

" _That's all anyone knows. On Christmas Day I was taking photos all over the place. I went mad with it all, spaceships and lasers and everything. We all went to Trafalgar Square that night, 'cos everyone was celebrating, just being alive. And I snapped him in passing, that's all. He was just some bloke. I didn't realize he was significant, until Mr. Skinner pointed it out."_

" _Who's Mr. Skinner?"_

" _Oh, there's a few of us. The Inner Sanctum, all studying this Doctor."_

_He slid closer to her, "I've seen him. The Doctor, I swear to you, I saw him when I was a kid. He was in my house, and he was downstairs."_

" _Don't tell me, he looked exactly the same then as he does now."_

_His eyes widened, amazed, "Yes…yes! Oh my God. You believe me!"_

" _You're not the only one, you know…" she grinned._

~8~

"So that's how I met Ursula," Elton sighed, "All thanks to the Doctor. Turns out we read all the same sites and she only lived half a mile away. She was like a proper mate. Poor Ursula…" he paused a moment, "But like she said, there was this little community, the select few, all with their stories of the Doctor. This little gang used to meet up, underneath the old library on Macateer Street. Mr. Skinner, first name Colin, but we always called him Mr. Skinner. I don't know why, we...just did," he laughed, the man with the presentations, claimed the Doctor was more a collection of archetypes than a person, "Then there was Bridget," she'd focus on the blue box, finding it throughout history, "She lived way up North, but she travelled down without fail, just for the meetings. Then, there was Bliss," she was a modern artist, she'd sculpted some sort of wibbly thing that she said represented everything the Doctor was and wasn't, "She was ever so sweet, bless. Bless Bliss, we used to say."

~8~

_They were all sitting around a table in the library's basement, all five of them._

" _We should have a name," Ursula stated, "You know, as a group."_

" _Names are very important," Bliss agreed._

" _What we need is a good strong name," Elton nodded, "Like a team. Something like...London Investigation 'n' Detective Agency, LINDA for short."_

" _Say it again," Mr. Skinner frowned._

" _London Investigation 'n' Detective Agency."_

"' _N?'"_

" _Fish 'n' Chips," Elton explained, "Rock 'n' Roll...Chaka Demus 'n' Pliers!"_

_Everyone laughed at that, understanding what he was getting at, "Oh, I like it, it's not too solemn!" Bridget agreed._

" _I like the 'n,'" Bliss smiled._

" _We're the men from LINDA!" Mr. Skinner grinned._

" _And the women!" Bridget cut in._

" _Linda United!"_

" _Did you think of that on the spot?" Ursula asked him with a sly smile, as though she already knew._

_He shook his head, "No, I've been wanting to use it for years."_

_Mr. Skinner raised his glass in a toast, "I give you...LINDA!"_

" _LINDA!" they toasted._

~8~

"So we'd all meet up, every week," Elton added, "And we'd talk about the Doctor for a bit. But after a while...Bridget started cooking. The next thing you know, Mr. Skinner started his readings, 'cos he was writing his own novel. As time went on, we got to know each other better and better…" he frowned, recalling Bridget's true reason for coming to London, searching for her daughter to try and save her from drugs, "Then it turned out that Bridget could play the piano, and I confessed my love of ELO. Next thing you know...Musical LINDA."

He smiled as he recalled the band they had created. Bridget on piano, Mr. Skinner on drums, Bliss on rhythm guitar, with Ursula on bass, and him singing.

"Just for fun. And that's when it all changed, that Tuesday night in March. That's when HE arrived," he frowned, "That's when we met Victor Kennedy. The golden age…was gone."

~8~

_They had been singing, just having fun, when the lights suddenly cut out. The basement's outer doors opened with a bang as a man appeared in silhouette. He opened the gates of the lift and entered as they all stared, confused._

" _Lights!" the man, Victor Kennedy, called, setting down his brief case as the lights switched on, one by one. He was dressed in black with a black coat and top hat, holding a black and silver cane with a fist on the top. He sneered at them, "So, we meet at last...'LINDA.'"_

" _Pleased to meet you, sir," Mr. Skinner stepped forward, holding out a hand, "I'm sorry, was the music too loud?"_

_He backed away, "No, no, no, no, I don't shake hands, back, back. I suffer from a skin complaint, Eczeema."_

" _Oh, you mean 'eczema?'" Elton asked._

" _Oh, this is worse, much worse, I blister to the touch," he motioned for them to step back, "Back, back, all of you, further, further. Thank you," they all took a few steps back, eyeing him curiously._

" _Sorry, don't mind me asking, but who are you?"_

" _I am your salvation," he grinned before turning and pulling out a laptop. He motioned for them all to sit as he placed it before them, playing a video._

_They watched as the Doctor, a blond girl, and a brown-haired woman walked towards the blue phone box._

" _That's the Doctor!" Ursula cried._

" _It's really him!" Elton gasped._

" _You've forgotten your purpose in life," Victor spoke, "You, with your band...and your cakes...and your blubbing and all the while he still exists, the Doctor."_

" _Look at him," Bridget shook her head, "Just look!"_

_They all pressed closer to the laptop._

" _Move back, move back, all of you!" Victor shouted, "Oh, wait for this, the picture cuts out, but the sound still continues…" he pressed a few keys as the picture went to static, "Listen. Listen to the sound of the Universe...yes..."_

_The wheezing noise filled the room._

_Elton backed up into the corner, falling down on a chair, recalling where he'd heard that sound before._

" _What is it?" Ursula turned, seeing him move, "What's wrong?"_

_Victor stood and grabbed his cane, "Leave him!" he turned to Elton, "You've heard it before, haven't you? When? When was it? Where? Where were you?"_

" _I'd forgotten, until now," Elton said quietly, "But it was that night..."_

" _What night?"_

" _I was just a kid...that's why I went downstairs. It woke me up. That noise..." he looked up at the man, "But what is it? What does it mean?"_

" _That is a sound of his spaceship," Victor grinned. He turned and opened is briefcase, pulling out small envelops of files, and handing it to them, "Right then, homework! Using the Torchwood files, we're able to look at all the old databases in a completely new light. We're able to build up a more detailed profile of the Doctor. I've allocated tasks to each of you. I'd like you to…" he jerked back sharply as Mr. Skinner's hand almost brushed his, "Careful! Watch the eczeema! I'd like you to complete your targets and meet back here this time next week, one step closer to catching the Doctor," he grinned as he turned and sat back behind one of the desks near the wall, "Well don't just sit there, MOVE!" the others jumped, ready to leave when Victor turned his gaze on Bliss, "Er, Bliss? It is Bliss, isn't it?"_

" _Yeah," she looked up._

" _Could I have a word with you in private, please?"_

" _Course you can, yeah."_

" _Thank you," Victor nodded before turning to the others, "Goodbye, goodbye!"_

_They nodded back at him before getting into the lift and heading up onto the street, "Better get to work!" Elton cheered, "Lots to do."_

" _I never thought of it as work," Ursula remarked._

" _It's what we've always wanted, though. To find the Doctor."_

" _Yeah, I suppose…"_

~8~

"All of a sudden, without anyone saying so, we were working for  _Victor Kennedy_ ," Elton nearly sneered, "Though we had to admit, he was right. His methods were much more rigorous. It felt like we were getting closer and closer to the Doctor. But then Bliss disappeared, Victor claimed she'd gotten married and we were too stupid to not believe him," he scoffed before shaking his head, getting back to point, "But we did get lucky once…don't get excited, that's where you came in. Woolwich. Police box. Red bucket, blue bucket. Police are stupid, etcetera…"

~8~

_Victor towered over Elton as he reported his failed attempt at getting to the Doctor, "Useless!"_

" _I just froze," Elton explained._

" _You met him…and you froze, you stupid man!" Victor raised his hand to strike him when Elton ducked._

" _You can't hit me! 'Cos you don't touch, you said so, you get a rash and an itch and…"_

_Victor turned and grabbed his cane instead, "I can use this!"_

_Ursula stood up and stormed over to him, "Use that cane on him and you'll get one hell of a smack off me! And then a good kick! Is that completely understood, Mr. Kennedy?"_

_Victor looked at her, a bit stunned, "Duly noted. Ursula...Blake. Most likely to fight back," he stared at her a moment before they both backed down, "Right then! We'll change tack, we'll approach this sideways," he turned and walked back to his desk as Ursula and Elton shared a smile, "If we're to discover the truth about the Doctor, then we need to try and find…her."_

_He brought up a series of digital photos of the blond girl Elton had seen, "Now when it comes to the Doctor's Companion, the Torchwood files are strangely lacking," the photo changed to one of the girl on Downing Street, "It seems the evidence has been corrupted, something called 'Bad Wolf' virus. At least we've got these photographs," he clicked the remote and the picture changed again, "They're first hand evidence. Elton?"_

" _It was a London accent, definitely," Elton nodded, "She's from London. I don't know about the other girl though."_

" _Nor do I. And there are no pictures of her…who ever she is, she's recent," he shook his head and turned back to them, "So we hit the streets. We get out there, we take the photographs. Someone's got to know who she is somewhere."_

" _Yes, but London's a big place," Bridget remarked, "I mean, I should know, my own daughter's out there."_

_"Bridget, don't make this personal," Victor rolled his eyes, "I don't like to be touched literally, OR metaphorically, thank you very much, I haven't got the time. Bleeding hearts outside! Find me that girl!" he handed out a printed photo to all of them, "Go. Now, move!"_

~8~

"So it began," Elton sighed, "The impossible task. To scour the mean streets, to search a major capital city for an unknown girl. To hunt down that face in a seething metropolis of lost souls. To find that one girl in ten million…"

~8~

_He'd been walking down a random street with the girl's picture, showing it to various people till a kind old lady gave him what he needed, "Oh, that's Rose Tyler. She lives just down there…" she pointed down the street, "Bucknell House, number 48. Her mother's Jackie Tyler. Nice family. Bit odd..."_

_She turned and walked off, leaving him to run down the street in the direction she had pointed. He stopped between two parked cars when he heard it…_

" _Oi, Jackie!"_

_He looked over to see an older blond woman walking up the other side of the street with two plastic bags full of washing, "Hello sweetheart!" he had to admit, as he looked at the picture in his hand, he could see the family resemblance, "I'll see you down the Spinning Wheel tonight, yeah? Pub quiz, get 'em in!"_

" _Alright then," the woman laughed as Jackie entered the 'Wash Inn' laundry mat._

_He looked down at his clothes and quickly pulled off his jacket, taking his outer shirt off and scrunching it up as he walked in after her to see her sorting her wash._

_He just kept reminding himself that he'd been trained for this. That Victor Kennedy's classes covered basic surveillance and espionage. He opened one of the washing machines, tossing in his shirt as he reviewed._

_Step one: engage your target. Find some excuse to start a conversation._

_But how was he supposed to do it?_

" _Excuse me love, you couldn't give us a quid for two fifties, could you?" Jackie called, turning to him._

_He blinked and quickly rummaged in his pocket, "Yeah…just a...ah, ta-da!" he pulled out a quid and traded it with her._

" _Oh lovely!" she grinned, "Cheers!"_

_He turned back to his machine._

_Step two: without provoking suspicion, get on first name terms with the target._

" _My name's Jackie," she added, "By the way."_

_He grinned, "I'm Elton."_

" _Ah, you don't meet many Eltons, do you? Apart from the obvious!" they both laughed._

_Step three: ingratiate yourself with a joke or some humorous device._

" _I tell you what, Elton," she continued, "Here we are, complete strangers, and I'm flashing you me knickers!" she waved a small pair she was about to toss in the wash._

_He wasn't entirely sure what to make of that, but he laughed anyway._

_Step four: find some subtle way to integrate yourself into the target's household._

_He turned to say something only to find Jackie had turned to him first, "Mind you, I'm only down here because my washing machine's knackered," she explained, eyeing him, "I don't suppose you're any good at fixing things, are you?"_

_He'd gone, of course, taken a look at her machine only to find the plug needed changing, "Here we are!" he called, as she watched him, "It was a fuse. There's nothing wrong with the machine. That's fine. All working!"_

_He stood up as Jackie grinned, "Oh Elton, I should have you on tap!" they laughed, "I used to have this little mate called Mickey, he did all that stuff," she fell quiet, "He's gone now. Bless him."_

" _Well, if you need me, give us a call. I'll jot down my number."_

" _Well you do that and I'll make us a cup of tea. Go on, go and sit down. Put the telly on if you want, can't bear it silent."_

_He'd walked into the sitting room to see pictures of Rose at various ages scattered about._

" _It's just me these days, rattling about," she called from the kitchen as he eyed the pictures. She smiled, coming out with two cups, sitting down on the sofa and motioning for him to do the same, "There's my daughter, she's gone travelling. I keep her bedroom all nice and ready though, just in case she comes back."_

" _And her name is?"_

" _Rose."_

_He nodded, glancing back at a photo, "It's a nice name, Rose," before turning back to Jackie, "So where's she...travelling?"_

" _All over. She got a mobile, I get a call now and then. Not as often as I'd like. Still, that age, who can be bothered phoning home?"_

" _Who's she with, is it mates, is it, or..."_

" _Just mates. Yeah. Used to be just her and this one mate, but he found an old friend apparently, she's travelling with them too now."_

_"Well, if I had you making a nice cup of tea like this, I wouldn't stray far from home."_

" _You're a charmer," she smiled, "Say it again."_

_They laughed and sipped their tea, Jackie peering at him over the top of her mug._

~8~

_Back at headquarters Victor was very happy with the new development, "Magnificent!" he cheered, "Oh, I could kiss you! Except I can't, of course. The eczeema."_

" _I've even got a picture of her on my phone," Elton added, pulling out his mobile to show them._

" _Oh it's amazing!" Mr. Skinner remarked, "You've achieved steps one to four in precise order! How did you manage it?"_

" _Well, I had to work very hard. She keeps everything very close to her chest."_

" _That's a hell of a chest," Ursula muttered, taking the phone to look more closely at Jackie._

" _But how do you move on?" Bridget looked up at Victor, "Step five, that's the problem..."_

" _Step five!" Victor shouted, "That's this week's homework. I want a full plan of attack from each of you. Now go on, vamoose!" he banged his cane on the desk, "Avanti! There's work to do!" they all turned to leave when he called out again, "And Elton, keep infiltrating, you will do anything to get that information, boy, anything!"_

" _Yes sir!" Elton saluted._

" _Oh, oh Bridget!" Victor called, stopping the woman and Mr. Skinner from entering the lift, "Bridget, oh yes...could I have a word with you in private, please?"_

" _Er, Mr. Skinner's giving me a lift," Bridget replied hesitantly._

" _Oh, I can drop you at the station, I'm sure Mr. Skinner won't mind, will you?"_

" _Not at all..." Mr. Skinner said, "Er...well, Bridget, I'll see you next week."_

" _Alright then," she nodded as he gave her a quick kiss on the cheek. Elton and Ursula smiled as the three of them turned to leave._

" _Bye bye!" Bridget called after them._

" _Now Mr. Skinner, I don't mean to pry," Ursula said as they hit the streets, "But did you give Bridget a little kiss back then?"_

" _I think I did," he grinned._

" _And if you get your way, might there be more little kisses between the two of you?"_

_He blushed, "I think there might..."_

" _I knew it!"_

" _That's brilliant!" Elton clapped him on the back._

" _Now, let's not get excited," Mr. Skinner waved them off, though his grin remained, "We'll see."_

~8~

"Infiltration went well," Elton mused, "'Cos Jackie kept phoning up needing this and needing that. It was strange, the amount of things that needed doing. Shelves, light bulb, a few fuses, the kitchen sink…it's like that flat was jinxed."

~8~

" _It's weird these fuses keep blowing," he called from his spot wedged by the sofa, "Must be near a substation. Then you get the power surges still...there we go! Fixed!"_

_He looked up only to come face-to-face with her stomach as she was dressed in a very short black skirt. He quickly stood up, not that it helped, her shirt showed off her chest. She was wearing makeup and her hair done nicely._

" _Here we are!" Jackie grinned, handing him a glass of red wine, "A little reward for my favorite handyman."_

" _I shouldn't really. I've got the car outside."_

" _Well, you could always splash out on a taxi, or..." she grinned suggestively, "Whatever. See what happens."_

_He nodded a bit, uncomfortable, "Right...cheers?"_

" _Cheers," she clinked her glass with his and took a drink._

" _Very nice," he commented, looking at the wine, "What's that, French?"_

" _I s'pose so. They know how to do things, the French..."_

_He cleared his throat, "Is it from Rose? I mean, is she in France?"_

" _My daughter won't be coming back tonight. Just in case you're wondering. We've got the place to ourselves."_

" _Right..." he paused, hearing Il Divo playing in the background, "Nice music."_

" _Il Divo."_

" _Yeah."_

" _You were saying, power surges," she stepped towards him as he backed away, into the wall._

" _From the substation, yeah."_

" _Is that why it gets so hot in here?" she asked, fluttering her eyelashes._

" _Is it hot?" his voice cracked._

" _Oh I think so. Should take your jacket off."_

" _No, I'm fine, I'll just…"_

" _No, look, you must be boiling!" she reached forward to help, 'accidently' spilling her wine down his shirt, "Oh, look at your shirt! Sorry..."_

" _I'm...I'm..." he swallowed, "I'm fine, it's alright."_

" _I've ruined it…"_

" _No, no," he shook his head again, "Honestly, it's…it's fine."_

" _Take it off, I'll put it in the wash."_

" _Oh come on, it's only a little drop," he countered…_

_And then Jackie splashed the rest of her glass all over his shirt, not even pretending it was an accident._

" _Oh...there now," she smiled, "Ruined."_

~8~

"And there I was," he muttered, recalling how he'd run into the bathroom, taking off his shirt and preening himself, "The ultimate step five. The perfect infiltration. Target: Jackie Tyler."

~8~

_He dashed to the doorway of Jackie's bedroom, "You're right, it is a bit hot. But it's about to get hotter!"_

_His grin fell when he saw her sitting on the bed, talking to someone over the phone, "I'll see you soon. Alright, be careful. Bye," she put the phone down and sighed sadly._

" _Everything alright?"_

" _That was my daughter," she muttered before looking over at him, standing there, sheepish, with his shirt off, "Oh, look at you. I'm sorry. I was just being stupid."_

" _Is she okay?"_

" _She's so far away. I get left here sometimes and, um...I don't know where she is, anything could be happening to her, anything. The mates she's with, they promised to keep her safe and look after here…but it doesn't really help does it? I just go a bit mad," she paused a moment, "Put your shirt back on."_

" _Where is she?"_

" _Doesn't matter. I'm sorry. You'd better go."_

_He turned to leave but paused, realizing something, "Actually..." he blinked, truly realizing what was important, "Never mind about Rose. I'm not even gonna ask. And I will put my shirt back on, because I'm going to go out and get us both a pizza. 'Cos I reckon you need cheering up. She goes swanning off and who's left to care about you, eh? So I say a nice bit of pizza, we'll put the telly on, nice and loud, and annoy that woman next door, just you and me as proper mates. Yeah? Mates. Go on. Say yes."_

" _Yes!" she whispered, looking so thankful for his presence._

~8~

"All of a sudden, a lot of things made sense," Elton explained, "I'd got so lost in conspiracies and aliens and targets, I'd been missing the obvious. 'Cos I DID like Jackie, but I liked someone else even more!"

~8~

_He walked briskly back to the estate with two pizza boxes in his hand only to see Jackie standing outside, waiting for him with his jacket in her hand. He grinned, "Right. Let's get inside then, the pizza's getting cold."_

" _I went in your coat," she told him, gone was the sad mother from the apartment, here was a cold, hurting woman, "For once in my life I thought 'I'll pay.' I thought 'He's such a nice man, he won't accept anything, so I'll just slip a tenner in his pocket.' And look what I found," she pulled out his picture of Rose, "A photograph of my daughter."_

" _No, no, no, no, no," he said quickly, "It's not like that. I can explain!"_

" _I bet you can," she sneered._

" _I wasn't being pervy or anything. I wasn't after her! I was looking for the Doctor."_

" _Oh I know that. I worked that out. 'Cos it's never me, is it?"_

" _No, but that's how it started, but I changed my mind!"_

" _Let me tell you something," she glared at him, "About those who get left behind. Because it's hard. And that's what you become, hard. But if there's one thing I've learnt, it's that I will never let her down. And I'll protect the three of them until the end of my life. So whatever you want, I'm warning you: back off."_

" _But Jackie, I only wanted to meet him…"_

" _I thought you liked me," she blinked back her tears, now more hurt than cold._

_"I do!"_

" _Just get out of here!" she shouted, throwing his jacket at him, "I said get OUT! And leave me alone!"_

_She turned and ran back to the flat in tears, leaving him standing there, stunned._

~8~

_He paced the basement of the library where he, Ursula, Mr. Skinner, and Victor had gathered, in a rather foul mood, not at all happy with what he'd done at Jackie's expense, "And she was right! It's shameful, we USED that woman…"_

" _I KNEW I couldn't trust you!" Victor shouted, "You broke cover, you STUPID little man, you failed step five!"_

" _I don't CARE about step five! Because it's all gone wrong, Mr. Kennedy, ever since YOU turned up! We used to come here every week, and we'd have a laugh. We were friends. No wonder they stopped coming. I mean there's no Bliss any more, and even Bridget, she hasn't turned up."_

" _I've been phoning and phoning her, there's no reply," Mr. Skinner added._

" _And who can blame her? I'm sorry Victor, but you're on your own. Because I am leaving! And so are you, Mr. Skinner! And as for you, Ursula…" he turned and walked to stand before her, "You're coming with me. And we're going to the Golden Locust and we're gonna have a Chinese."_

" _What's that got to do with it?" she frowned, confused._

" _I mean you and me. Together. Having a meal. If you want..."_

" _Oh..." she breathed, touched, "I'd love it."_

" _But you can't leave," Victor replied, "You'll never know what he was doing, the Doctor. You'll never know what he was doing in your house all those years ago."_

" _No," Elton agreed, "I'll never know," he paused, "Ursula, get your stuff. Mr. Skinner, are you coming? Not to the Chinese, if you don't mind, just sort of walking out."_

" _I certainly am!" Mr. Skinner stood._

" _Victor, good luck. Good bye."_

" _Mr. Skinner!" Victor called as they turned to leave, "Would you stay for a minute, please?"_

" _We're walking out," Mr. Skinner shook his head._

" _I've got numbers for Bridget!" he rummaged through his bag, "I've kept records, I've got old numbers. We could track her down. Together. You and I."_

_Elton and Ursula exchanged a look as Mr. Skinner shrugged, "That's more like the old team spirit," he turned to them, "You two have a nice time."_

" _I hope you find her," Ursula told him._

" _I'll email you," Elton nodded._

_He and Ursula turned and walked out the door, heading up the lift, and walked briskly down the street, hand in hand._

" _Mm, prawns!" Ursula sighed, thinking about what she'd order._

" _Yeah, I like prawns," Elton remarked._

" _Do you?"_

" _Crispy, aromatic though."_

_Ursula felt her pockets for a moment, "Oh, I left my phone…"_

" _Really?" Elton frowned._

" _Yeah!" she nodded, patting her pockets once more, "It's not in my pocket."_

" _So much for the big exit..."_

" _Yeah..." she sighed, "Come on," they turned back and headed towards the library again, "Hurry up," they headed back down the lift, opening the gates, and stepping out, "I'm not stopping, I just left my...ph...phone…" she trailed off, seeing Mr. Skinner was gone and Victor sitting behind his desk, hidden by a newspaper he was reading, "Victor?"_

" _Take your phone and go," Victor called, sounding just a bit panicked and different._

" _Where's Mr. Skinner?"_

" _He's gone to the toilet."_

" _But...we haven't GOT toilets," Elton reminded him as he and Ursula walked towards him, "We have to use the pub on the corner."_

" _Well…well…well that's...that's where he is, then."_

" _Help me..." they heard Mr. Skinner call, his voice sounding muffled._

"… _what was that?" Ursula breathed._

" _Nothing, it was nothing, it was nothing!" Victor shouted._

" _Help me!" Mr. Skinner called again._

" _Shut up!" Victor hissed._

" _That's Mr. Skinner…" Elton's eyes widened._

_Ursula's gaze locked on the clawed, green hand gripping the newspaper, "Victor...look at your hands."_

" _Look at the rest of me," he said, lowering the paper to reveal him, sitting there, looking like a blob of pale, green fat, squelchy with a mane of black hair, "You've dabbled with aliens...now meet the genuine article."_

" _Oh my God," Ursula stepped back, disgusted._

" _You're a...thing!" Elton exclaimed._

" _A THING?" he shrieked, put out, "This THING is my true form. Better than that crude pink shape YOU call a body."_

" _What happened?" Mr. Skinner asked. They looked down to see his face sticking out of the alien's stomach, "Where am I? Ursula? Is that you?"_

" _That's Mr. Skinner!" she gasped, horrified, "What've you done to him?"_

" _I've absorbed him!" he sneered, licking his lips._

" _Colin?" Bridget's voice called from somewhere behind the alien, "Is that you? Colin?"_

" _Bridget, my love?" Mr. Skinner tried to look, but couldn't move._

" _Oh my God!" Ursula shook her head, "That's Bridget!"_

" _Colin, where are you?" Bridget shouted desperately._

" _I'm here, Bridget!" Mr. Skinner told her, "It's alright, I'm close."_

" _You've absorbed them BOTH!" Ursula stared at him._

" _What about Bliss?" Elton asked, "Where is she?" they could vaguely hear Bliss trying to say something, "...what?"_

_Victor tilted to one side, taking the weight off his behind, "I said 'you really don't want to know,'" Bliss repeated._

_Victor shifted his weight back, causing Bliss to groan._

" _You've absorbed her," Elton breathed as Victor nodded with a twisted smile, "Are you some sort of...Absorbathon? An Absorbaling? An Absorbaloff?"_

" _Yes!" Victor called, "I like that."_

" _Let them go," Ursula stepped forward, "I'm ordering you! Let those people go!"_

" _Oh, but they taste so sweet. Just think about the Doctor...oh, how will he taste? All that experience, all that knowledge, and if I've got to absorb Jackie Tyler to get to him, then so be it."_

" _Don't you dare," Elton threatened._

_Ursula grabbed Victor's cane and brandished it at him, making him cower, "If I have to beat them out of you…"_

" _Oh, no!" he simpered, "Please don't hit me! Look at me, I'm such a slow and clumsy beast. Please don't hit me."_

" _Well then...give them back!"_

" _What...you mean like this?" he suddenly lunged forward and grabbed Ursula's arm, "Just one touch...that's all it takes!"_

" _Oh, no!" she yelled, watching helplessly as her arm was absorbed by the Absorbaloff, "Oh...oh no!"_

" _No!" Mr. Skinner and Bridget called._

" _Leave her alone!" Elton lunged forward, wanting to help._

" _Don't touch me!" Ursula cried, looking back at him, "Oh, Elton...I'm so sorry...you can't touch me."_

" _Ursula…"_

"' _Most likely to fight back' indeed," Victor sneered triumphantly._

" _Leave her alone!"_

_Ursula screamed as she was absorbed, head first, into Victor who shook and squirmed with pleasure as the outline of Ursula's face began to emerge on his chest, "Yes."_

" _No, that's not fair!" Elton blinked back his tears at the sight._

" _She tastes like chicken."_

" _Elton, where are you?" Ursula called, now fully emerged on his chest._

" _Please...Mr. Kennedy, please," he begged quietly, "I'm asking you. I'm begging you. Give her back to me."_

" _I can't," he said, unsympathetically, "Once they've been absorbed, the process is irreversible."_

" _Wait a minute..." Ursula cut in, "Now I've been absorbed, I can read his thoughts. Oh my God, Elton...you're next...get out of here..." Victor looked up at Elton, smirking, "Now you've seen him, he can't let you go. Just run! Go on! Never mind me, get out!"_

" _Isn't she the clever one?" Victor grinned._

" _Run, Elton! Run!"_

" _Save yourself, boy!" Mr. Skinner agreed._

" _Run for your life!" Bridget shouted._

_Elton hesitated a moment as Victor stood with surprising agility. He leapt right onto his desk and roared…finally driving Elton to run._

_He made it to the lift and out the doors, running as fast as he could down the street with Victor hot on his tail. He managed to come to a dead end, slamming into a closed gate as Victor came to a halt behind him, cornering him._

_Elton sunk to his knees in defeat._

" _Oh, what's the matter?" Victor mocked, "Have you given up so soon?"_

" _There's no point," he muttered, hopeless, "Where would I go? Everything I ever wanted...has been absorbed."_

" _Oh, Elton," Ursula breathed, "Don't say that."_

" _But it's true!"_

" _Then join us," Victor started towards him, "Join us, little man. Come on...everlasting peace. Come on. Join us. Dissolve into me..."_

_He reached out to touch Elton's forehead, Elton closing his eyes in surrender._

~8~

"I didn't even notice," Elton remarked, lost in thought, "Jackie had this strange necklace on every time I saw her. Glowed a bit it did. Asked her once, she said it was a sort of mood ring type thing. I didn't know at the time, but that mood necklace was connected to the Doctor's ship. And right when she kicked me out, it started to blink between red and blue."

~8~

_The familiar wheezing of the Doctor's ship echoed over to them, a small breeze wafting past, making Victor look back and Elton open his eyes. They watched in awe as the blue box materialized right in front of them. A moment later the Doctor stepped out, looking less than happy._

" _Someone wants a word with you," he spoke to Elton._

_Rose stepped out, looking murderous, and advancing dangerously on Elton, "You upset my mum."_

_Elton stared at her, and then glanced at the Absorbaloff both the Doctor and Rose seemed to have completely ignored, "...great big absorbing creature from outer space, and you're having a go at_ me _?"_

" _No one upsets my mum."_

" _At last," Victor smiled gleefully, "The greatest feast of all. The Doctor."_

_The Doctor looked at him a moment, considering him, "What's this thing? A sort Absorbatrix? Absorba...clon?"_

" _It's an Absorbaloff," a voice said behind him. The second girl, the brunette one, stepped out of the box as well, walking to stand on the other side of the Doctor, "Honestly, did you not pay any attention at all during school?"_

_He just waved her off._

" _Absorbaloff, yes," Victor nodded._

" _Is it me or is he a bit...Slitheen?" Rose quietly asked as she leaned over towards the Doctor._

" _Not from Raxacorricofallapatorius, are you?" he asked the alien._

" _No!" he spat, insulted, "I'm not the swine! I SPIT on them! I was born on their twin planet."_

" _Really?" he asked, turning to the second girl, "What's the twin planet of Raxacorricofallapatorius?"_

" _Clom," she answered._

" _Clom?" he raised an eyebrow._

" _Clom," the alien itself affirmed, "Yes. And I'll return there victorious, whilst I possess your travelling machine."_

" _Well, that's never gonna happen."_

" _Oh, it will. You'll surrender yourself to me, Doctor, or this one dies," he gestured to Elton, "You see, I've read about you, Doctor. I've studied you. So passionate, so sweet. You wouldn't let an innocent man die. And I'll absorb him, unless you give yourself to me."_

_Rose looked at the Doctor, amused, while he scratched the back of his neck in thought, the other girl just eyeing the alien oddly._

" _Sweet..." be began._

" _Maybe," the second girl shrugged._

" _Passionate..."_

" _I suppose."_

" _But don't ever mistake that for nice. Do what you want," he stood there, waiting, as though completely indifferent about what would happen to the boy._

" _He'll die, Doctor," Victor warned._

" _Go on then."_

_Victor hesitated, completely stunned, "So be it."_

" _The others might have something to say though," the second girl replied, nodding down at his stomach._

" _Others?" Victor looked at her, confused._

" _She's right," Ursula said, "She's right. We can't let him. Oh, Mr. Skinner...Bridget...PULL!"_

" _No!"_

" _For God's sake, pull!"_

" _No, don't…get off, get off!"_

_They watched as the faces strained outwards, stretching Victor, pulling him apart, "If it's the last thing we ever do," Ursula gasped, "Bliss! All of us together! Come on! Pull!" Victor wailed in pain and panic, "LINDA united! PULL!" he dropped his cane, "Elton! The cane!" Elton picked it up, "Break it!"_

_And he did, snapped it right in half over his knee. It emitted a shower of blue sparks before the fist opened to reveal a glowing light._

" _My cane!" Victor shouted, "You stupid man…oh no!"_

_He roared one final time before he turned into a liquid and fell into the pavement, destroyed._

"… _what did I do?" Elton breathed._

_The Doctor glanced down at the bubbling remains of the alien._

" _The cane created a limitation field," the girl began._

_He nodded, "Now it's broken, he can't stop. The absorber is being absorbed."_

" _By what?" Elton frowned._

" _By the Earth," the second girl replied._

_They watched as Victor dissolved into the paving stones. For one fleeting moment the shape of Ursula's face appeared on one of them. Elton scrambled over to it as she whispered, "Bye bye, Elton. Bye bye," before sinking back into the slab._

" _Who was she?" Rose asked, seeing the tears in the boy's eyes._

" _That was Ursula," he replied, brokenly._

_Rose looked at him for one moment before walking over to him, putting her arms around his shoulders as he wept._

~8~

"And that's it," Elton sighed sadly, "Almost. Because the Doctor still had more to say. And then he explained. That night. All those years ago."

~8~

" _You don't remember, do you?" the Doctor asked, as they sat on some steps, Rose's arm linked through his, "There was a shadow in your house. A living shadow in the darkness."_

" _An elemental shade had escaped from the Howling Halls," the girl added quietly._

" _We stopped it, but...we weren't in time to save her," he looked over at Elton, "I'm sorry."_

_And that was when he remembered._

_He'd come down the stairs and seen the Doctor standing there, before looking over to see his mother, lying dead on the floor, the brown haired woman gently holding her hand before she looked over at him with sad eyes._

~8~

"Because that was the night my mother died," Elton finished, closing his eyes to hold back his emotions. He opened them and looked down in thought, "'We forget because we must,' that's what the other woman said...the Professor. An alien, just like the Doctor."

~8~

"So, there you go," he concluded, "Turns out I've had the most terrible things happen. And the most brilliant things. And sometimes, well, I can't tell the difference. They're all the same thing. They're...they're just me. You know, Stephen King said once, he said...'salvation and damnation are the same thing.' And I never knew what he meant. But I do now," he paused a moment in thought, "'Cos the Doctor might be wonderful, but thinking back...I was having such a special time. Just for a bit. I had this nice little gang. And they were destroyed. It's not his fault. But maybe that's what happens if you touch the Doctor. Even for a second. I keep thinking of Rose and Jackie. And how much longer before they pay the price."

"Oh, now don't get all miserable," Ursula said from off screen, "Come on, Elton. You've still got me."

"Oh yeah," he grinned, "'Cos the Professor stole the Doctor's magic wand and said they could do one last thing..."

~8~

_They had been standing by the area where Victor had been absorbed, the Professor kneeling down by the slab Ursula dissolved into, touching it lightly. She quickly stood and grabbed the Doctor's sonic out of his jacket pocket, much to Elton's amusement, before crouching down again and scanning it._

" _I just need to key into the absorption matrix and separate the last victim..." she glanced up at Elton sadly, "It's too late for total reconstruction, but we_ can _give you something at least."_

_She smiled at him and turned back to her work._

_He looked over to see the Doctor smiling down at the woman, pride and happiness in his eyes for a reason he didn't know._

" _Got it!" she cried._

" _Elton," the Doctor turned to him with a grin, "Fetch a spade!"_

~8~

"Even then, after all that...the Doctor and the Professor saved me one last time," Elton stood up and retrieved a paving slab sitting just out of frame. He sat down and set it on his lap, looking down at it, "Here she is."

"Could be worse," the slab spoke, Ursula's face peering out of it, "At least I'll never age. And it really is quite peaceful, you'd be surprised."

"It's a relationship..." Elton turned to the camera, "Of sorts...but we manage. We've even got a bit of a love life."

"Oh, let's not go into that," Ursula blushed.

"And I don't care what anyone thinks. I love her."

"Ah," Ursula smiled.

"But the thing is..." he picked up a small remote and zoomed in, "There we are...I've even bought a remote zoom," he put it down, "But what I wanted to say is...you know, when you're a kid, they tell you it's all, grow up. Get a job. Get married. Get a house. Have a kid, and that's it," he shook his head, "Ah. But the truth is, the world is so much stranger than that. It's so much darker. And so much madder…" he smiled, "And so much better."

* * *

**Notes for the Chapter:**

> Not a lot of Doctor/Professor here (or really in this Series), but I do promise you a cute scene at the end of the next chapter. It's really hard to write them in terms of a budding non-friendship relationship because Rose is there and is staking her claim at him while the Professor's already promised to keep her distance and the Doctor is torn between them. Which means...well, you can guess what the next series will be chock full of :)
> 
> As for the Doctor's dream in the last chapter, I tried to write it as his subconsious wreaking havoc on him (and also sort of proving the Professor wrong). That was not just an episode where both the Professor and Rose were in danger, but literally the first time he's had to deal with the Professor being in true danger without him being there. And to make matters worse, if anything happened to her for the sake of protecting Rose (which very nearly did) it would be because of her promise to HIM, protecting her for HIM. I tried to bring that out in the dream, that the two of them were in danger but that time something did happen to both of them. When the Professor died, he shut down. His WHOLE world was basically gone. Yes, he'd have Rose, but the ONE person left in the entire Universe who understood what he'd been through, who had been there for him, who he'd known nearly his whole life and knew almost everything about him, who shared the customs and laws and beliefs of Gallifrey, was taken from him before his eyes. He'd thought she died before, but to see it happen before him just shattered him. It was his subconscious's way of saying that, deep down, he knows who he cares for more. We've seen him carry on when Rose was lost to Pete's World, with help of friends of course, but he kept on. We know he could survive if he lost Rose (also his subconscious reminding him she is human and that he does know her time is limited either by age or frailty, he's even told her that he would live on after she died in School Reunion so he knows she wouldn't ALWAYS be there, but that's not exactly true for the Professor) but his dream is showing him if he lost the Professor...that would be it for him. What's the point of surviving if everything is gone? Did that come across? I wasn't sure, I'm not very good at writing dream-sequences :(


	9. Fear Her

The TARDIS materialized right in between two crates in a car park, the Doctor opening the doors only to see that the door was facing one of them, blocked completely.

"Ah," he muttered, heading back inside.

"Parked too close again, didn't you?" the Professor called, smiling lightly at him, actually feeling rather good. The last few adventures they had been on, she'd barely gotten any sort of zing when she'd had to think or figure something out. And, after the whole fiasco with the Beast...she'd gotten quite a bit better at handling her fears. It seemed, having had to hold herself together while others were depending on her not freezing up had helped. Seeing the humans, facing their fears, braving them, and besting them had been a wakeup call. They truly were the most indomitable species she had ever met. They gave her hope, strength to fight the effects of the regeneration back. And, she was rather proud to say, things were starting to look up, finally.

"I got it," she turned, pulling a lever, piloting the TARDIS just so it turned around, facing outwards.

"Thanks," the Doctor called, opening the doors to see there was a clear path out, "Ah!"

He stepped out, motioning for her and Rose to come out too. They looked around when Rose noticed a Shayne Ward poster, advertising his greatest hits album, tacked to a fence, "So, near future, yeah?" she looked at them.

"I had a passing fancy," the Doctor shrugged, "Only it didn't pass, it stopped."

The Professor shook her head at him as they headed down the road towards a small street only to see a banner with the words 'London 2012' hanging overhead.

"30th Olympia," the Professor remarked, pointing up at it.

"No way!" Rose grinned, a true and proper smile at the Professor, she'd really stepped back when it came to the girl, no more biting remarks or dirty looks. It seemed their adventure with the Beast had done some good for her as well. She shook her head, give them a few more trips and they might even be proper mates, maybe, "Why didn't I think of this, that's great! Ah!"

The Doctor beamed at her excitement, at the two of them finally starting to get along, "Only seems like yesterday a few naked Greek blokes were tossing a discus about...wrestling each other in the sand with crowds stood about, begging...no, wait a minute...that was Club Med," he laughed, nudging Rose who laughed more at the Professor's eye roll than his joke, "Just in time for the opening doo dah, ceremony...tonight, I thought you'd like that. Last one they had in London was dynamite. Wembley, 1948. I loved it so much, I went back and watched it all over again. Fella carrying the torch...lovely chap, what was his name…" he trailed off in thought, walking forward, completely unaware that both the Professor and Rose had stopped.

Rose glanced over at the 'Missing Persons' posters that were tacked to a lamp post, going to move closer, while the Professor had a small frown on her face as she breathed deep, crinkling her nose.

"Mark? John? Mark? Legs like pipe cleaners, but strong as a whippet."

"Doctor…" Rose called.

"And in those days, everybody had a tea party to go to…"

"Doctor?"

"Did you ever have one of those little cakes with the crunchy ball bearings on top…"

"You should really look," Rose looked back at the posters as he finally seemed to notice.

"Do you know those…those things?" he asked as he sauntered over to her, the Professor joining him moments later, "Nobody else in this entire galaxy's ever even bothered to make edible ball bearings. Genius," he leaned forward to read the posters, now very serious, "What's taking them, do you think?" he turned to look down the street, knowing the Professor was doing the same, "Snatching children from a thoroughly ordinary street like this. Why's it so cold? Is something reducing the temperature?"

"It says they all went missing this week," Rose mumbled, "Why would a person do something like this?"

The Doctor glanced at her, "What makes you think it's a person?"

He looked over as the Professor walked off down the road and frowned, glancinge around once more, before following.

Rose looked over at a woman dumping her recycling, staring at her cautiously, "Whatever it is, it's got the whole street scared to death. Doctor, what…" she turned only to see the Doctor and the Professor at the end of the road. She let out a sigh and made her way after them.

The Doctor stood by the sidewalk, watching as the Professor walked onto someone's lawn, her hand held out, feeling for something. She knelt down, her hand hovering over the grass.

"What is it?" he asked her.

"Come here," she nodded him over. He stepped beside her, kneeling down, looking at the grass. She reached out and took his hand, moving to hover it above the grass as well, "Do you feel that?" she looked at him, "That tickle?"

He nodded, "What is it?"

"What's your game?" a voice said behind them. They both looked up to see an older man standing there, his hands in his pockets, frowning down at them.

"My...um...Snakes and Ladders?" the Doctor floundered, "Quite good at...Squash. Reasonable…" the man didn't look impressed, "I'm..." he looked at the Professor, "Being facetious again, aren't I?" he sighed as she nodded, "There's no call for it."

The man stepped forward and grabbed his arm, hauling him up, the Professor standing as well especially when the man shoved him towards the street. The Doctor reached out and grabbed her hand, pulling her behind him as he backed away from the angry man.

"We're…we're police officers!" the Doctor pleaded, "We've got a badge…and…and a police car...you don't have to get…I can…I can prove it! Just hold on…" he fished in his pocket for the psychic paper.

"We've had plenty of coppers poking around here, and you don't look, or sound, like any of them," the man said roughly.

"We've got a colleague," the Professor added, nodding at Rose, "Lewis."

Rose gave her a look at the name and the Professor shot her one back that clearly said it was the first one that popped into her head before Rose turned back to the man and winked.

"Well, she looks less like a copper than you do," the man glared.

"Training. New recruit."

"It was either that or hairdressing, so..." the Doctor added, brandishing the paper at the man, "Voila!"

"What are you going to do?" a middle aged black woman asked, walking over.

"The police have knocked on every door, no clues, no leads, nothing," an old woman standing near Rose said to them.

"Look, kids run off sometimes, alright?" the man argued, "That's what they do…"

"Dale Hixon in your garden, playing with your Tommy, and then..." the woman mimed something disappearing, "Right in front of me, like he was never there! There's no need to look any further than this street. It's right here amongst us."

"Why don't we…" the Doctor started.

"Why don't we start with him?" another middle aged woman with red hair called, striding over and pointing at a black male road worker, "There's been all sorts like him in this street, day and night."

"Fixing things up for the Olympics!" the man cried, indignant.

"Yeah, and taking an awful long time about it," Tommy's dad complained.

"I'm of the opinion that all we've gotta do is just…" the Doctor tried again.

"You don't…what you just said, that's slander!" the road worker cut in.

"I don't care what it is!" the woman shouted.

"I think we need to just…" the Doctor spoke.

"I want an apology off her!" the road worker pointed, glaring at the woman.

"Stop picking on him," the old woman defended.

"Yeah, stop picking on me!"

"And stop pretending to be blind! It's evil!"

"I don't believe in evil," the woman glared at the road worker.

"Oh no, you just believe in tarmackers with sack loads of kidnapped kiddies in their van…" the road worker said angrily.

"Ay, ay, ay, that's not what she's saying," Tommy's dad cut in.

"Would you stop ganging up on me?"

"Feeling guilty, are we?" the woman demanded shrilly.

"Fingers on lips!" the Professor shouted suddenly, putting her finger on her lips. The Doctor immediately followed suit while the rest glanced around. She just glared at each and every one of them, waiting for them to do the same. Slowly but surely, they all started to.

"Finger's on lips?" Rose asked quietly.

"It's a thing we used to do on Gallifrey," the Doctor whispered back, "When we get started, hard to shut us up," the Professor just fixed him with a look, "Ok, ok,  _I'm_  hard to shut up. Happy?"

The Professor turned back to the group to see everyone with their fingers on their lips, "Right, so, in the last six days, three of your children have been stolen."

"Snatched out of thin air, right?" the Doctor added, looking at them.

The old woman slowly lowered her hand, motioning to the two of them if she could speak, "Er...can I..." the Doctor nodded, "Look around you...this was a safe street 'til it came. It's not a person. I'll say it if no one else will. Maybe you're coppers, maybe you're not. I don't care who you are. Can you please help us?"

Rose looked up, spotting a young black girl watching them from her window. The other woman standing in the group seemed to notice Rose and turned to look up as well before hurrying inside her house to check on her daughter.

~8~

The Doctor was sniffing around Tommy's Dad's yard, as though he were a blood hound or something, while Rose and the Professor watched him for a few moments.

"Want a hanky?" Rose commented.

"Can you smell it?" the Doctor asked as Rose sniffed and the Professor nodded, "What does it remind you of?"

"Sort of...metal?" Rose frowned, earning a nod from the Doctor.

"That sort of burnt fuse smell," the Professor added as they walked around the house and into the alleyway behind it, "Is indicative of a sort of teleport exchange."

"Danny Edwards cycled in one end but never came out the other," the Doctor remarked, nodding to the back of one of the houses, before pausing and looking at the Professor, "Whoa, there it goes again!" she held up her hand, both of them watching the hairs stand up, "Look at the hairs on the back of my manly hairy hand," the Doctor showed Rose.

"And there's that smell again..." Rose inhaled, grimacing.

"There's a residual energy in the spots where the kids vanished," the Doctor explained as they walked out of the side alley and back to the main street, "Whatever it was, it used an awful lot of power to do this."

"Aren't you a beautiful boy?" Rose cooed from behind them.

"Thanks!" the Doctor grinned, "I'm experimenting with back-combing."

"She wasn't talking about you Doctor," the Professor held back a laugh. He turned to see that Rose was talking to a small orange cat.

"Oh," he muttered, a bit embarrassed.

"I used to have one like you," Rose stroked the cat while the Doctor watched, uncomfortable, looking like he had a nasty taste in his mouth, "What?" Rose frowned, looking up at him.

"No, I'm not really a cat person. Once you've been threatened by one in a nun's wimple, it kind of takes the joy out of it."

"Oh, you've  _never_  been a cat person," the Professor rolled her eyes, "Long before that."

"And whose fault is that?" he turned to her as Rose followed the cat as it wandered off.

"How was it  _my_  fault?" she shot back, "It was a  _kitten_!"

"Well if you hadn't brought it into the Academy…snuck it in…"

"What, like you did with the magmazard?"

"At least it was an  _adult_  magmazard."

"That's worse! And you know, I could've done it on my own, you didn't  _need_  to help…"

"Oh right. Like I could say no to you, especially when you gave me those sad eyes."

She smirked at the memory, "Yeah, that did get you a few times."

"Ha! See! You're a cheater!"

"Oi! You cheated too. Every time you…"

"Hey!" Rose shouted from her spot crouching beside a cardboard box, getting both their attention, "Over here!"

They both hurried over as Rose stood up, the smell hitting her.

"Whoa!" the Doctor flinched back, waving the smell away while the Professor just held her nose, disgusted, "Hoo, hoo, hoo, hoo!"

"Ugh," the Professor scrunched her nose as the Doctor picked up the empty box, "Iron residue."

"Blimey!" he breathed, "That takes some doing!" he turned the box around, looking at it, impressed, "Just to snatch a living organism out of space/time. This baby is just like…" he put on a rough accent, "'I'm 'avin' some of that,' I'm impressed."

"So the cat's been transported?" Rose frowned.

"If can harness huge reserves of ionic power..." the Professor began, in thought, "We need to find the source of that power."

The Doctor nodded in agreement, looking around, "Find the source and you will find...whatever has taken to stealing children and fluffy animals. See what you can see," he whacked Rose on the shoulder and gestured at his eyes, "Keep 'em peeled, Lewis," Rose shook her head and walked down the street, the Doctor glancing at the Professor who followed after Rose, checking the other side, both of them just looking around outside the houses.

The neighborhood was eerily quiet except for a dog barking in the distance. Rose sighed as she neared the end of the street when she heard a bang from inside one of the garages. She turned as several smaller bangs sounded. She glanced up and down the street before slowly approaching the door.

"Is that you, puss-cat?" she murmured, "Are you trapped?" she put her ear to the door, hearing something metal rolling around on the floor before another crash made her jump back.

Across the street the Professor looked over, having heard the crash as well.

"Not gonna open it," Rose muttered under her breath as she considered the door, "Not gonna open it. Not gonna open it..."

She opened it, slowly, tentatively, looking around inside until something that resembled a violent tangle of wires or branches shot out at her. Before it could hit her though, she found herself being tackled to the ground.

The Doctor ran down the road, having seen the Professor tackle Rose, saving her from the tangled object...reminding him far too much of his dream…

"Stay still!" he shouted at them as he pointed his sonic. The thing convulsed and collapsed into a small ball, falling to the grass between Rose and the Professor. The Doctor rushed over as they pushed themselves to their feet, "Okay dokey? You ok?" he asked, eyeing them.

"Yeah," Rose breathed, "Cheers."

"No probs," the Doctor nodded as the Professor bent down and scooped up the miniature thing, "I'll give you a fiver if you can tell me what the hell it is," he poked it with the sonic, "'Cos I haven't got the foggiest."

"It's graphite," the Professor replied, tossing it around in her hands.

"You sure?" the Doctor frowned, looking down at it.

"I'm an Academic. Trust me. There's not a thing in the world I can't examine," she glanced back at the ball, "Animated by energy…same energy that's snatching people," she tossed it over to the Doctor.

"That is so dinky!" he tossed it up and down, "The Go-Anywhere creature. Fits in your pocket...makes friends, impresses the boss...breaks the ice at parties…" he grinned at them, pocketing it.

~8~

Back in the TARDIS the Doctor placed the object on the console for analyzing, "Yup…" he popped the p, seeing the results on the monitor, "It's graphite. Basically the same material as an HB pencil," he shook his head, looking at the Professor, "Shouldn't be surprised, should I?"

"Why?" Rose asked, looking over at the Professor as well, "How did you know?"

"Academics return to the Academy to learn the finer details of the Universe," the Doctor repeated himself, "Exact details. They're taught to examine things with just a look or a touch," he frowned, trying to come up with a better explanation.

It was difficult to describe something so based in Gallifrey and Gallifreyan biology to a human...truly, it was their minds that allowed the Academics to utilize their scanning abilities. The minds of Time Lords were highly developed, allowing them to read each other's minds but also to see into the minds of other species via thought/physical connection. The Academics were able to manipulate that to a further degree, using their minds to connect to objects, to the...souls and remnants...of things in order to see into it. Time Lords were firm believers that everything had a history to it, the Academics were able to use their minds to read those histories just by use of touch or sight or smell...

"Imagine your brain is a huge computer," he nodded, working out a way to explain it, "And all your senses act like scanners allowing your brain to analyze something, put a name and facts to it."

Rose nodded slowly, recalling a few times during their adventures where the Professor had picked something up or touch something and be able to scan it, "So I was attacked by a...pencil scribble?"

"Scribble creature," the Doctor corrected, sniffing it before holding it up for the Professor and Rose to sniff as well, "Brought into being with ionic energy. Whatever we're dealing with, it can create things as well as take them. But...why make a scribble creature?"

"Maybe it was a mistake...I mean, you scribble over something when you wanna get rid of it. Like a, um...like a drawing. Like a...a…" she trailed off, realizing something, "Child's drawing…" the Doctor and the Professor glanced at her, confused, "You said it was in the street."

"Probably..."

"The girl…"

"Of COURSE! ...what girl?"

"Something about her gave me the creeps...even her own mum looked scared of her."

The Doctor leaned in with a grin, "Are you deducting?"

"I think I am," she shot him a conspiratorial look.

"Copper's hunch?" the Professor joked.

"Permission to follow it up, Sarge?" she laughed back at the girl.

~8~

They stood before the door of the house Rose had brought them to, the Doctor ringing the doorbell, waiting for someone to answer. When no one did he rapped on the letterbox too.

A moment later the door opened to reveal the girl's mother, they smiled at her, friendly, "Hello! I'm the Doctor, this is the Professor, and this is Rose. Can we see your daughter?"

"No!" she said, indignant, "You can't."

"Okay!" he shrugged, "Bye."

They turned and walked away in silence, waiting until…

"Why?" the mother called, they turned to face her, "Why do you want to see Chloe?"

"Well, there's some interesting stuff going on in this street. And I just thought, well,  _we_  thought, that she might like to give us a hand."

"Sorry to bother you," Rose smiled.

"Yeah, sorry. We'll let you get on with things. On your own. Bye again!"

They turned and walked away again when…

"Wait!" the mother called. They turned, this time the mother's expression was helpless, vulnerable, "Can you help her?"

The Doctor smiled widely, "Yes, we can."

She nodded, stepping back and motioning for them to enter her house, which they did, "I'm Trish," she said quietly, "By the way."

"The Torch Bearer is running up towards the mall," the TV commentator was announcing on the news, "Which I can tell you is..."

Rose sat herself down on the sofa, the Professor sitting on the arm of it when the Doctor flung his coat over to her. The Professor caught it with a roll of her eyes before folding it over her arm. Rose couldn't help but wonder if this was a sort of habit of theirs, they'd done it a few times.

"She stays in her room, most of the time," Trish explained, "I try talking to her, but it's like trying to speak to a brick wall. She gives me nothing, just asks to be left alone."

"What about Chloe's dad?" Rose asked.

"Chloe's dad died a year ago."

The Professor frowned at the tension in the woman at the mention of the father.

"I'm sorry."

"He wasn't the sort of man you mourn," the Professor stated, earning a look from everyone, "Was he?"

Trish shook her head, "No. Not if you'd known him."

The Doctor looked at the Professor, an intense look in his eye, before he turned to Trish brightly, "Well! Let's go and say hi!"

She hesitated a moment, "I should check on her first...she might be asleep."

"Why are you afraid of her, Trish?"

"I want you to know before you see her that's she's really a great kid."

"I'm sure she is."

"She's never been in trouble at school…you should see her report from last year, As and Bs," she smiled, proud.

Rose smiled back, "Can I use your loo?"

Trish nodded as the Professor and the Doctor watched her leave the room, "She's in the choir..." Trish continued, "She's singing in an old folks home. Any mum would be proud. You know..." they heard the sound of small footsteps on the stairs, Chloe had come down, "I want you to know these things before you see her. Because right now, she's not herself."

The Doctor nodded before leaning over and spotting Chloe through the dining room, in the kitchen, "Alright, there?" he called as he, the Professor, and Trish headed into the kitchen. They watched as Chloe drank some milk and put it back, shutting the fridge door.

"I'm the Doctor," he greeted, before nodding at the Professor, "And this is the Professor."

"I'm Chloe Webber," she turned to face them.

"How're you doing, Chloe Webber?"

"I'm busy. I'm making something. Aren't I, mum?"

Trish swallowed and looked back at them, "And like I said, she's not been sleeping."

"But you've been drawing," the Professor observed, spotting some colored markings on Chloe's sleeves and the sides of her hands.

The Doctor glanced at that, nodding, "I'm rubbish. Stick men are about my limit. Can do this, though..." he made a 'live long and prosper' sign from Star Trek but Chloe remained expressionless.

"Can you do that?" he asked her as Trish nodded at Chloe, encouraging her.

"They don't stop moaning," Chloe began.

"Chloe…" Trish sighed.

"I try to help them, but they don't stop moaning."

"Who don't?" the Professor asked quietly as the Doctor lowered his hand.

"We can be together," Chloe blinked.

Trish moved towards her daughter, "Sweetheart…"

"Don't touch me, mum," Chloe threatened. Trish stopped in her tracks, letting her hand fall back to her side as she looked at the Doctor and the Professor for help, "I'm busy...Doctor. Professor."

She turned and started to leave.

"Oh, come on, Chloe!" the Doctor called after her, disappointed, "Don't be a spoil sport!" he got up and followed her back into the hallway, "What's the big project? I'm dying to know! What're you making up there?"

"Doctor!" Rose suddenly screamed from upstairs, sounding terrified.

The Doctor and Professor rushed up the stairs, Trish and Chloe following after them. They spotted an angry red glow coming from one of the rooms and ran in to see Rose staring into the wardrobe, transfixed.

"I'm coming to hurt you..." a deep, masculine voice threatened.

The Doctor slammed the wardrobe shut without so much as a glance inside, before looking at the Professor to see her frozen in the doorway.

"Look at it," Rose breathed.

"No," the Doctor shook his head, his gaze still fixed on the Professor as she shook her head, coming out of it. He walked over to the other end of the room, looking at all the drawings on the wall, slipping on his glasses.

"What the hell was that?" Trish demanded as the Professor walked over to the pictures as well.

"A drawing," Rose answered, "The face of a man."

"What face?" Trish asked, trying to open the doors but Rose rammed herself against them, stopping her.

"Best not."

Trish turned to Chloe, "What've you been drawing?"

"I'm drew him yesterday," Chloe replied.

"Who?"

"Dad."

The Professor looked over at Chloe sadly.

"Your dad?" Trish gasped, upset, "But he's long gone. Chloe, with all the lovely things in the world, why him?"

"I dream about him, staring at me."

"I thought we were putting him behind us. What's the matter with you?"

"We need to stay together."

"Yes, we do."

"No," Chloe glared at her, "Not you. Us," the Doctor glanced at her, "We need to stay together. And then it'll be alright."

Trish moved over to her, putting her hand on her daughter's shoulder only to have Chloe flinch.

"Trish, the drawings, have you seen what Chloe's drawings can do?" Rose asked cautiously.

Trish glared at her, "Who gave you permission to come into her room? Get out of my house."

"Tell us about the drawings," the Doctor stepped up.

"I don't wanna here any more of this."

"But that drawing of her dad...I heard a voice," Rose argued, "He spoke."

"He's dead. And these…they're kids pictures. Now get out!"

"Chloe has a power. And I don't know how, but she used it to take Danny Edwards. Dale Hicks…she's using it to snatch the kids."

"Get out!"

"Have you seen those drawings move?"

"I haven't seen anything."

"Yes, you have," the Professor stated quietly, "Out of the corner of your eye."

"No," Trish rounded on her.

The Doctor nodded though, "And you dismissed it, because what choice do you have when you see something you can't possibly explain?" he stepped over to her, "You dismiss it, right? And if anyone mentions it, you get angry, so it's never spoken of, ever ag…"

"She's a child…"

"And you're terrified of her," the Professor stepped over as well.

"But there's no one to turn to, because who's gonna believe the things you see out of the corner of your eye?" the Doctor asked, "No one. Except us."

"Who are you?" Trish breathed.

"We're help," the Doctor said, sending a small smile to the Professor.

~8~

The Doctor swiped a jar of marmalade off the kitchen counter as he leaned against it. He unscrewed the lid and dipped his finger in it, sticking them into his mouth when Rose cleared her throat. He looked over at her to see her giving him a shake of the head when the jar was plucked out of his hand by the Professor who placed it back on the countertop. He glanced over at Trish to see her eyeing him curiously and grinned sheepishly back.

"Those pictures, they're alive," Rose began, getting them on topic, "She's drawing people and they end up in her pictures."

"Ionic energy," the Professor nodded, "Chloe's harnessing it to steal the kids and place them in some kind of holding pen made up of ionic power."

"And what about the dad from hell in her wardrobe?"

"How many times do I have to tell you?" Trish said, frustrated, "He's dead!"

"Even then he can still haunt and hurt her," the Professor mumbled, absently rubbing her wrist…the very same one her own father had snapped when she was 8, just before entering the Academy…

The Doctor put his arm around her comfortingly, knowing where her mind had gone.

"If living things can become drawings," he reasoned, "Then maybe drawings can become living things..." he shivered violently, "Chloe's real dad is dead, but not the one who visits her in her nightmares. That dad seems very real. That's the dad she's drawn."

"And he's a heartbeat away from crashing into this world..." the Professor added.

"She always got the worst of it when he was alive," Trish commented.

"How can a twelve-year-old girl be doing any of this?" Rose looked over at them, confused.

"Let's find out," the Doctor said, striding out of the room, his arm removed from the Professor's to take her hand instead.

Rose and Trish followed them back upstairs to Chloe's room where the girl in question was sitting on her bed. As soon as they entered Chloe held up her hand in the 'live long and prosper' sign.

"Nice one," the Doctor commented. He glanced at the Professor who just shook her head, unwilling. He nodded and walked to kneel before Chloe, holding her head in his hands, his fingers on her temples. Her eyes rolled back in her head for a moment before closing. The Doctor closed his own eyes before Chloe suddenly fell backwards on the bed, the Doctor catching her, "There we go..."

"I can't let him do this…" Trish started forward.

"Shh, it's okay," Rose stopped her, "Trust him."

The Doctor straightened up and looked down at Chloe, "Now we can talk."

"I want Chloe," Chloe spoke in a whisper, though the voice was clearly not her own, "Wake her up. I want Chloe."

"Who are you?" the Professor asked, frowning at the girl.

"I want Chloe Webber!"

"What've you done to my little girl?" Trish demanded.

"Doctor, what is it?" Rose looked at him.

The Doctor walked slowly around the bed till he was on Chloe's right, glancing up at the Professor who nodded this time and went to stand on Chloe's left.

"I'm speaking to you," the Doctor began, "The entity that is using this human child."

"We request parley in compliance with the Shadow Proclamation," the Professor added.

"I don't care about shadows or parleys," Chloe replied.

"So what do you care about?" the Doctor asked.

"I want my friends…"

The Doctor knelt down beside her, "You're lonely, I know. Identify yourself."

"I am one of many. I travel with my brothers and sisters. We take an endless journey. A thousand of your lifetimes. But now I am alone. I hate it. It's not fair. And I hate it!" her eyes snapped open.

"Name yourself!"

"Doctor," the Professor cut in, earning a look from him, "Isolus."

His eyes widened in understanding, as though it explained everything, "You're Isolus. Of course…"

"Our journey began in the Deep Realms when we were a family," Chloe continued, drawing what looked like a flower on a sheet of paper next to her.

"What's that?" Trish asked, watching as the drawing took shape.

"The Isolus Mother, drifting in Deep Space," the Doctor explained, "See, she jettisons millions of fledgling spores. Her children."

"Glad to see you paid a bit of attention," the Professor remarked, shooting a small grin at him before looking up at Rose and Trish, "The Isolus are empathic beings of intense emotions."

"When they're cast off from their mother, their empathic link, their need for each other, is what sustains them."

"They need to be together. They cannot be alone."

"Our journey is long," Chloe agreed.

"The Isolus children travel," the Doctor continued, "Each inside a pod."

"Riding the heat and energy of solar tides," the Professor recalled.

"It takes thousands and thousands of years for them to grow up."

Trish looked at Rose, "Yeah, apparently they do this a lot," she remarked to the woman before turning back to the two aliens, "Thousands of years just floating through space...don't they go mad with boredom?"

"We play," Chloe replied.

"You…play?"

The Doctor moved to sit down beside Chloe, stroking her hair.

"While they travel, they play games," the Professor placed her hand on Chloe's arm, "They use their ionic power to literally create make-believe worlds in which to play."

"In-flight entertainment," Rose commented.

"Helps keep them happy," the Doctor nodded, "While they're happy, they can feed off each others love. Without it, they're lost."

"Why did you come to Earth?" the Professor asked the Isolus.

"We were too close," Chloe ripped a piece of paper away and started to draw an orange, circular object.

"That's a solar flare from your sun," the Doctor assessed, "Would've made a tidal wave of solar energy that scattered the Isolus pods."

"Only I fell to Earth. My brothers and sisters are left up there. And I cannot reach them. So alone…"

"Your pod crashed..." the Professor breathed, truly feeling for the alien child, "Where is it?"

"My pod was drawn to heat...and I was drawn to Chloe Webber. She was like me. Alone. She needed me. And I her."

"You empathized with her," the Doctor nodded, unconsciously reaching out and taking the Professor's hand, "You wanted to be with her because she was alone like you."

"I want my family! It's not fair."

"We understand. You wanna make a family. But you can't stay in this child. It's wrong. You can't steal any more friends for yourself."

"I am alone."

There was suddenly a thump from the wardrobe, causing Trish to gasp as she heard her husband's voice, "I'm coming to hurt you!" Chloe started to shake and tremble in fear, though her face was impassive. The banging got louder, "I'm coming."

"Trish, how do you calm her?" the Professor quickly looked up at the woman.

Chloe's body jerked.

"What?" Trish turned back to the bed.

"When she has nightmares, what do you do?"

"I... I..."

"What do you do?"

"I sing to her!"

"Then start singing," the Professor stood, motioning for Trish to take her place beside Chloe.

Trish ran to her daughter's side as the man in the wardrobe shouted, "Chloe...I'm coming!"

"Kookaburra sits in the old gum tree, merry, merry king of the bush is he..." Trish sang.

"Chloe..." the father called, as the banging continued, "Chloe..."

"Laugh, Kookaburra laugh," Trish sang, stroking Chloe's hair, trying to sooth her, "Kookaburra, gay your life must be," the banging started to fade, "Laugh, Kookaburra laugh, Kookaburra, gay your life must be," Chloe relaxed, falling asleep, as Trish looked at her with tears in her eyes, "He came to her because she was lonely...Chloe, I'm sorry..."

She buried her head in her daughter's shoulder, her arms around her as she sobbed.

The Professor gave them one more glance before she walked out of the room, her jacket wrapped tightly around her.

"You alright?" the Doctor asked, reaching out to stop her as she passed.

"Was I ever?" she retorted quietly before walking out of the room entirely.

~8~

Trish strode into the sitting room, gathering up all the pencils lying around as the Doctor and Rose followed, the Professor stepping back inside from where she'd gotten some air.

"Chloe usually got the brunt of his temper," Trish remarked, "When he'd had a drink. The day he crashed the car, I thought we were free," she turned as Rose handed her a bunch of pencils, "I thought it was over."

"Did you talk to her about it?" Rose asked her, moving to sit on the sofa, trying not to look at the Doctor who had wrapped an arm around the Professor as they stood near the wall.

"I didn't want to."

"But...maybe that's why Chloe feels so alone. 'Cos she has all these terrible dreams about her dad, but she can't talk to you about them."

"Her and the Isolus..." the Professor spoke quietly, "Two lonely kids who need each other."

Rose glanced over to see the Professor lean more on the Doctor as he tightened his grip on her.

It was how it had been in the Academy for the both of them. They were both outsiders, both lonely when they met and agreed to stop being lonely together. They'd really only had each other. Sure, they had other mates, some rivals, some friends they weren't even sure how they were friends with…but in the end…it always came down to the two of them. It seemed like they were the only person the other could truly rely on, long after the others had gone.

Rose swallowed hard, but she would  _not_  be petty about this. She'd gathered enough from comments the Doctor made about the Professor to know the girl had probably had an abusive home life as well. She would not remove what little comfort she could receive.

"And it won't stop, will it?" Rose had to ask though, "It'll just keep pulling kids in."

"It's desperate to be loved," the Doctor replied, "It's used to a pretty big family."

"How big?"

"Four billion," the Professor answered, before shrugging, "Give or take a million."

Rose and Trish just looked at them, stunned.

~8~

The Doctor shrugged on his coat as he, the Professor, and Rose left Trish's house.

"We need that pod," the Professor sighed.

"It crashed, won't it be destroyed?" Rose frowned.

"Well, it's been sucking in all the heat it can..." the Doctor reasoned, "Hopefully that should keep it in a fit state to launch. It must be close."

"It should have a weak energy signature that the TARDIS can trace," the Professor added.

"Can't you like scan for it or something?" Rose glanced at the Professor.

She shook her head, "I can't see energy, give me a solid object and I can assess it, give me time and place and I can pinpoint it. But if I don't know where I'm supposed to be looking, it could take too long."

"Once we find it, then we can stop the Isolus," the Doctor nodded, turning and heading up the street.

Rose hesitated a moment as she and the Professor lagged behind, "What did you do?" she asked quietly.

"What do you mean?" the Professor glanced at her.

Rose bit her lip, "To calm down from your father."

She knew it was a terribly personal question, but…

"Nothing," the Professor answered, turning to look ahead, "When it all was happening, I had no one."

Rose blinked back tears as the Professor looked away. They walked in silence till they reached the car park.

"We can scan for the same trace we picked up from the scribble creature," the Doctor was saying as they walked up to the TARDIS, "Just need to widen the field a bit."

He fished in his pocket for the TARDIS key, opening it, and heading inside.

~8~

The Doctor fumbled with some device he was putting together, Rose sitting in a chair next to the console. The Doctor kept glancing up every few moments to eye the Professor as she stood a bit off to the side lost in thought, in the process of trying to scan for the pod.

"You knew the Isolus was lonely before it told you," Rose said, unable to take the silence any longer, "How?"

He shoved Rose lightly off the chair, sitting down himself, "I know what it's like to travel a long way on your own. Give me the stina magnetic er..."

"The thing in your left hand," the Professor called.

Rose glanced over at her before holding out the object in her hand as instructed, "Sounds like you're on its side."

The Doctor slotted the object into the device as he held it between his legs, "I sympathize, that's all."

"The Isolus has caused a lot of pain for these people."

"It's a child!" the Doctor defended, blowing on the device, "That's why it went to Chloe, two lonely mixed up kids…" he glanced over at the Professor, "Not so lonely now though are they?" he smiled at her, earning a very small one back for his efforts. He looked back down at the device and blew on it again.

"Hmm...feels to me like a temper tantrum because it can't get its own way."

"It's scared!" the Doctor rolled his eyes, "Come on, you were a kid once," he looked down at her hands, unsure what to use next.

"Binary dot," the Professor called.

He nodded, as Rose held out the small dot on her finger to him, "Yes!" Rose agreed, "And I know what kids can be like. Right little...terrors."

"Adhesive," the Professor sighed, watching them now, letting the TARDIS run its scan.

"Gum," he held his hand out under Rose's mouth as she spit her gum into his hand.

"Not exactly what I meant," the Professor said, mildly disgusted.

"I've got cousins," Rose continued, "Kids can't have it all their own way. That's part of being a family."

The Doctor just stuck the gum into the device and sealed it, "What about trying to understand them?"

Rose turned away with a slight smile, "Easy for you to say. You don't have kids."

"I was a dad once," he remarked, offhandedly.

The Professor closed her eyes, trying to ward off that memory. She was very thankful for her godson's birth…but the pain in her hearts at seeing the small baby, the perfect blend of the Doctor and Mayra's features…even as an infant…she could never describe it.

Rose turned to him shocked, "What did you say?"

The Doctor didn't seem to notice her shock as he didn't reply, "I think we're there!" he stood, tossing the device up, "Fear. Loneliness. They're the big ones, Rose. Some of the most terrible acts ever committed have been inspired by them. We're not dealing with something that wants to conquer or destroy."

Rose just stared at him, reeling from the bombshell he'd just dropped, but he carried on, oblivious, pulling levers and pushing buttons on the console, "There's a lot of things you need to get across this Universe. Warp drive...wormhole refractors..." Roes just held out her hand, pointing at something, "You know the thing you need most of all? You need a hand to hold," he looked up, seeing her outstretched hand and took it, grinning.

"I think she's pointing Doctor," the Professor remarked, coming to stand by them.

The Doctor blinked and looked at the computer screen to see a flashing white light on the map of the neighborhood, "It's the pod! It is in the street! Everything's coming up Doctor!"

He shot off towards the door, stepping outside, oblivious that a still shocked Rose had not followed.

"Rose?" the Professor asked, stepping forward.

"He was a father?" Rose breathed before turning to look at her expectantly. She knew the Professor wouldn't give her  _every_  detail about it, but she would give her something.

She sighed, "The Doctor married my cousin a little while after I graduated from the Academy, a little older than 400. They had their son soon after that. I don't know what happened exactly, but the marriage made them both miserable. They stuck together another 200 years, till their son was deemed adult enough to live on his own, half way through his schooling. 200 is about 16 in an Earth based lifetime," she shook her head, getting back on task, "My cousin came to me one day to tell me she and the Doctor were separating. I went to go comfort him or talk to him, whatever he needed…but he was gone. He'd stolen a TARDIS and left. I tried to see him whenever he came back…but…stuff just got in the way. And then the war started…"

Rose nodded, everyone but the Professor and the Doctor had died during the war. The Professor's cousin…the Doctor's son…she couldn't imagine how hard that must have been...

"Oi!" a voice shouted from beyond the TARDIS door before it opened and the Doctor peeked his head through, "You two coming?"

They headed to the door, stepping out into the car park, and heading out, the Doctor shutting the door behind them.

"Okay," he began, "Professor, what are we looking for?"

"It's about two inches across," she explained, "Dull grey, like a gulls egg. Very light."

"So these pods…they travel from sun to sun using heat, yeah?" Rose asked, "So it's not all about love and stuff. Doesn't the pod just need heat?"

Suddenly there was a crash behind them. They spun around to see the device the Doctor had been carrying shattered on the ground, the Doctor and the TARDIS gone.

"Chloe!" the Professor realized before they both took off down the street.

~8~

They knocked frantically on Trish's door until it was opened. Rose barged past the woman and bound up the stairs followed by the Professor, heading straight for Chloe's room.

"It's okay!" Trish called, following them, "I've taken all the pencils off her!"

Rose burst into Chloe's room, crossing to the desk, and swiping away the paper Chloe had just finished drawing.

And there was the Doctor and the TARDIS.

"Leave me alone!" the Isolus shouted through Chloe, "I want to be with Chloe Webber! I love Chloe Webber!"

Rose handed the paper over to the Professor before rounding on Chloe, "Bring him back, now."

"No."

Rose turned away for a second, her head in her hands before suddenly spinning and grabbing Chloe by the shoulders, "Don't you realize what you've done? He was only trying to help you, now bring him back!"

"Leave me alone! I love Chloe Webber!"

"I understand," the Professor said quietly. Rose looked up at her shocked. The Professor just stepped forward and knelt down before Chloe, Rose backing away, "You love Chloe," the Isolus nodded, "You were lonely and so was she, two lonely little kids…" she swallowed hard, "You don't want to lose Chloe," the Isolus nodded again, "Would you ever want anyone to experience that pain of losing someone?" the Isolus hesitated before shaking her head, "I want you to think about this…I am you and he," she held up the paper, "Is Chloe. You took away my Chloe."

The Isolus blinked and looked down at the paper…

"We need to find the pod," the Professor looked up at Rose, "We find that, and the Isolus leaves, the ionic energy inverts itself, everything comes back."

Rose nodded, turning to Trish, "Don't leave her alone, no matter what."

The two girls ran out of the room, leaving Trish to watch her daughter as they ran outside.

"Heat," the Professor repeated as they looked around, "They travel on heat."

"Look at this finish!" the black road worker cheered, "Smooth as a baby's bottom," Rose turned and ran over to him, the Professor following, "Not a bump or a lump."

"Kel," Rose crouched across from him as the Professor looked around, "Was there anything in this street in the last few days giving off a lot of heat?"

"I mean, you can eat your dinner off this," Kel ignored her, "Beautiful. So you tell me why the other one's got a lump in it when I gave it the same love and craftsmanship I did this one!"

The Professor blinked and crouched down, touching the ground, trying to get a scan of the street.

"Well, when you've worked it out, put it in a big book about tarmacking, but before you do that, think back six days…"

"Six days...when I was laying this the first time round!"

"What?"

"Well, that's when I filled in this pothole for the first time."

The Professor's eyes snapped open, "It's here!" she turned to Rose, "Hot fresh tar..."

"Blended to a secret council recipe," Kel smiled. Without another word Rose ran over to his van, "Ah…ah! I don't keep it in the van!" she wrenched the door open as he strode towards her, "Ay, that's a council van. Out."

"Sorry Kel," the Professor muttered before deftly chopping him on the shoulder, right at the junction of his neck. He collapsed to the ground. Rose looked up at her, stunned, "He's just unconscious!"

Rose nodded and grabbed the pick axe she had found, running over to the patch of ground and smashing it down on the road. She smashed and smashed till it was rubble. The Professor knelt down and quickly pulled the pod out, holding it up for Rose to see.

"Got it!"

They turned and ran back to the house, rushing in, "We found it!" Rose shouted before turning to the Professor, "What do we do with it?" she asked quickly, "Does the Isolus just hop on board or…" she trailed, her eyes widening in horror when she caught sight of Trish standing in the living room by the television, "Hang on, I told you not to leave her!"

"My God," the commentator called from the telly, "Er…what's going on here?" they turned to the telly to see the stadium was empty, "The crowd has vanished! Er…um...they're gone. Everyone has gone. Thousands of people have just gone. Er...um...right in front of my eyes. Um...it's impossible! Bob, can we join you, um, in the box?" there was silence, "Bob? Not you too, Bob?"

"The stadium won't be enough," the Professor muttered, "The Isolus has four billion brothers and sisters."

The three of them bolted up the stairs and over to Chloe's bedroom door, trying to open it, but it wouldn't budge, "Chloe?" Trish called.

"Chloe, it's Rose and the Professor!" Rose shouted urgently, "Open the door!"

"We found your ship!" the Professor added, "We can send you home!"

"Chloe?" Trish cried.

"Open up!" Rose shouted, but nothing happened, "Right, stand back," she motioned for them to step back and so they did. She hefted up the axe and started to smash the door down. As soon as there was a hole, she reached through, pushing the chair that had been blocking the door away and opening it.

They ran into the room, stopping short at a growl from the wardrobe, "I'm coming to hurt you..." they looked over at Chloe who had outlined the Earth on the wall and was coloring in the green of the land, "I'm coming..."

"We've gotta stop her," Rose started forward but the wardrobe rattled violently.

"If you stop Chloe Webber, I will let him out," the Isolus threatened, "We will let him out together."

"No, you won't," the Professor stepped forward, turning to the wardrobe. And then…

She said something in a beautiful, fluid language that resonated throughout the room, filling everyone's hearts with a sense of awe and inspiration, of importance, of fear…but as soon as she finished speaking, the words were lost…

The shaking stopped.

"What…what was that?" Rose shook his head, looking at the Professor.

"That was a language, an old language that could burn stars, raise up empires, and topple Gods…" she answered, "It can certainly keep a picture at bay."

"But what did you say?"

"I told him to stay back," the Professor said, her eyes on the wardrobe, "I'm keeping it locked away. But I can't leave, I have to stay here to maintain it…" she glanced at Rose, "You're going to have to get the pod to the Torch," she said, handing it over.

"What? Why the Torch?"

"The pod is dead. And it'll needs more than heat to spark it back up. It needs love. It needs hope and strength, exactly what the Torch represents."

Rose blinked and looked down at the pod before glancing at a laptop on Chloe's desk showing the Torch Bearer running, nearing their street, "Love…"

"Yes. You need to go Rose. Now!"

Rose nodded and ran out of the room, cradling the pod to her chest as she ran.

The Professor turned back to the closet as it started to shake again, speaking in the lovely lost language of the Time Lords once more.

~8~

Rose ran down the street, straight to the congregation of people cheering as the Torch Bearer passed by. She squeezed through the front, trying to get closer when a police man stopped her, "Sorry, you'll have to watch from here."

"No, I've gotta get closer..." she tried to explain.

"No way!"

"I can stop this from happening!" she shouted, looking over as the Torch Bearer passed by, the pod chirping in her hands, "You felt it, didn't you?" she whispered to it, it was just as the Professor had said. She quickly pushed her way back through the crowd, cupping the pod in her hands, and whispering to it, "Feel the love."

She threw it up into the air, watching as it gravitated to the Torch…till it flew right into it. The Torch Bearer staggered a bit but dismissed the slight jump in the flame.

Rose couldn't help but jump up and down, she'd done it!

"Yes!"

~8~

Chloe had nearly finished coloring in the Earth when she suddenly stopped, her eyes wide, "I can go home. Goodbye, Chloe Webber. I love you."

Chloe's eyes rolled into the back of her head as the tiny Isolus floated out of her mouth and zoomed off through the window. Chloe blinked and looked over at Trish, as though waking up from a dream, "Mum?"

"I'm here," Trish smiled, tears in her eyes.

"Mummy!" Chloe cried, dropping her pencil and running into her mother's arms, the Professor smiling gently as she watched on.

~8~

Rose slowly walked back down the street, watching as the children reappeared and ran back to their families, just so happy to see them reunited. She glanced around, "Doctor..."

She jumped when someone touched her arm. It was the old woman.

"I don't know who you are, or what you did," the woman smiled at her, "But thank you, darling!" she kissed Rose's cheeks as she laughed, "And thank those friends of yours for me too!"

She walked away as Rose turned to scan the street, anxious, "Where is he? He should be here..."

She shook her head, the Professor would know…she turned and headed back towards Trish's house when a red light in Chloe's bedroom caught her attention. Her eyes widened in horror, "All the drawings have come to life...that means  _all_  of them. Oh, no!"

She took off towards the house.

~8~

Chloe and Trish walked down the stairs, arm in arm, the Professor walking behind them, all of them ready to get out of the house for a bit…when the front door suddenly slammed shut. Trish tried to open it but it wouldn't move. The doors and windows around them slammed shut, trapping them.

"What's going on?" Trish breathed fearfully.

"Trish, get out!" Rose shouted, slamming against the door from the outside.

"I can't! The door's stuck!"

"Is the Doctor in there?"

"He's at the car park," the Professor called, "They reappear where they disappeared."

"Mummy..." Chloe breathed, frightened, as dust was shaken from the ceiling with the sound of heavy footsteps overhead. A red light appeared at the top of the stairs.

"Chloe, I'm coming to hurt you..." Chloe's dad growled.

"The drawings came to life," the Professor realized, "All of them…"

"Please, dad," Chloe whimpered, cowering, "No more."

"Chloe..." he growled.

The Professor's expression hardened as she strode forward and shouted up the stairs in the language once more, the red light receding slightly.

"Chloe," she turned, kneeling before the child, she had to be quick, "Listen to me. Listen. This is just energy left over by the Isolus. You can get rid of it."

Chloe cast a terrified look up at the stairs as the red light grew, "Mummy!"

A shadow appeared on the wall, "Chloe...I'm coming..."

"I can't…" Chloe sunk down to the floor, hunched over and terrified, "I can't."

"I'm coming..."

The Professor looked at Trish, sending her a meaningful glance. Trish sunk down, taking Chloe's hand, "I'm with you, Chloe. You're not alone. You'll never be alone again."

"Chloe..." the father growled.

The Professor spun around, nearly venomously spitting the language at the man who roared, falling back, "You may scare them!" she shouted up at it, in English, "But you are nothing compared to my father."

And then she started to speak in the language again…but really it was more like singing…a tune both Chloe and her mother were very familiar with. They looked up at her as she sang their song in her own language.

"Chloe...Chloe…Chloe..." the father roared, but it was drowned out by the song, "Chloe, I'm coming to…"

"Kookaburra sits in the old gum tree," Chloe began to sing quietly along with the Professor, "Merry merry king of the bush is he..."

Trish squeezed her hand, "Laugh, Kookaburra laugh, Kookaburra, gay your life must be."

The light began to fade, as did the man's voice, the shadow even started to recede, "Laugh, Kookaburra laugh, Kookaburra, gay your life must be."

The Professor quietly stopped singing, as Trish and Chloe grew louder, "Kookaburra sits in the old gum tree," they laughed, "Merry merry king of the bush is he...laugh, Kookaburra laugh, Kookaburra, gay your life must be!"

And the light and the man disappeared for good.

~8~

Trish, Chloe, Rose, and the Professor were in the sitting room, watching the telly as the crowd returned to the stadium.

"Just look at this!" the commentator shouted, "Utterly incredibly scenes at the Olympics stadium, eighty thousand athletes and spectators, they disappeared, they've come back! They've returned. They've reappeared. It's quite incredible. Bob, this will certainly..."

"Eighty thousand people, so where's the Doctor..." Rose sighed, looking at the Professor with tears in her eyes, "Why isn't he back yet?"'

The Professor just smiled, "You'll see."

"The Torch Bearer seems to be in a bit of trouble," the commentator called, "We did see a flash of lightening earlier which seemed to strike him...er, maybe he's injured...he's definitely in trouble…" they watched as the Torch Bearer collapsed.

"Wait for it," the Professor breathed, reaching out to take Rose's hand, the girl letting her.

"Does this mean that the Olympic dream is dead?" the commentator asked.

Suddenly a pair of familiar brown clad arms scooped up the Torch, "Doctor..." Rose breathed, smiling.

The Doctor started to run with the Torch, alongside the crowds cheering him on, "He always did love dramatics," the Professor commented, a small, tired smile on her face.

"There's a mystery man, he's picked up the flame..." the commentator continued, "We've no idea who he is...er...he's carrying the flame, yes! He's carrying the flame and no one wants to stop him!" Trish, Chloe, and Rose laughed with relief, none of them noticing the tension in the only other girl in the room, "It's more than a flame now, Bob. It's more than heat and light. It's hope. And it's courage. And it's love."

The Doctor ran up the red carpeted stairs with the Torch, the spotlight following him. He turned to face the crowds, a huge grin on his face as he whooped and lit the Olympic Flame.

The crowd screamed and cheered, unnoticing of an extra flame that shot up and into the night.

~8~

The Doctor walked back down Trish's street, his hands in his pockets, on the lookout, when Rose crept up behind him, a cheeky grin on her face, "Cake?" she called, holding up a cupcake decorated with edible ball bearings as he turned to face her.

He laughed taking it, "Top banana!" he took a bite as Rose grinned from ear to ear, "Mm. I can't stress this enough. Ball bearings you can eat, masterpiece!" he looked around, his grin fading as he caught sight of something over her shoulder. Rose looked back to see him looking at Trish's house where the Professor was sitting, hunched over, her head in her hands, outside the door. He quickly made his way over to her, Rose following a moment later, "What's wrong?" he moved to sit next to her.

" _All_  the pictures came to life," she mumbled, her eyes screwed shut.

He swallowed hard, putting an arm around her to hug her tightly. Her father had tormented her till she was eight years old, till she had gone to the Academy with a broken wrist. It had taken decades before he could get her to talk to him about it and when she had…he'd never wanted to kill someone more.

When they were 200 they were allowed to return home for more than just the major holidays. He'd never let her return to her house for those though, the two of them staying at the Academy more often than not. When she'd hit 200 and hadn't had any more excuses to give her mother about not coming home, he'd insisted on going to her house with her…only for them to find that, some time during those 200 years, her father had disappeared. Gone off on some sort of mission and never come back.

It still hadn't helped, knowing he would most likely never return. She had been so young when it had happened, the wounds cut so deep that he had feared they would never heal. But she got better, she put it behind her eventually, and he had been there for her every step of the way...as he would be now.

"I'm sorry," he breathed in her ear, "I'm so sorry."

She nodded, not saying anything more as he stood and helped her up. He held out the small cupcake, offering her a bite. She laughed but shook her head.

"Come on," he said, as they turned to walk down the street. He'd moved to take the Professor's hand but she had wrapped her jacket and arms around herself.

Things were silent for a moment when Rose spoke, wanting to cheer everyone up, "What now?"

"I wanna go to the games!" the Doctor decided, "What we came for!"

"Go on, give us a clue, which events do we do well in?"

"Well, I will tell you this..." he said, taking a small bite from the cake, less enthusiastic to eat it than before but knowing the Professor would give him hell if he didn't.

It always happened that way, whenever something happened that upset the Professor, he always felt like it was his fault, like he should have protected her better…and he would 'grow all melancholy' as she had liked to say...and then she would get cross that he was sad because she was sad and actually order him to cheer up.

She hated being the reason he was sad.

"Papua New Guinea surprises everyone in the shot put," he finished.

"...really?" Rose gaped, "You're joking, aren't you?" she laughed, but he didn't say, "Doctor, are you serious or are you joking?" still he was silent so she looked at the Professor, "Is he serious?"

"Wait and see," the Professor replied lightly from her spot in the middle of the two of them.

Fireworks exploded overhead as they walked on, "You know what," Rose commented, in thought, as she looked up at the lights, "They keep on trying to split us up, but they never ever will."

The Doctor slowed to a halt and looked at her, "Never say 'never ever.'"

"Don't worry Rose," the Professor cut in quietly, seeing Rose's expression fade. She put a hand on the girl's shoulder, "You'll be fine. And if not, well," she shrugged, "I'll be there to make sure you are."

The Doctor looked at the Professor, an expression on his face that was difficult to read. He watched as she lowered her hand from Rose's shoulder, distracted by speaking to Rose as she loosened her arms from around herself, and quickly snatched her other hand in his own before she could cross her arms again. He slowly entwined their fingers before looking up at the sky, contemplative, "Something in the air…something coming…"

"What?" Rose frowned, looking up, along with the Professor.

"A storm's approaching," he said quietly.

~8~

She was doing it again. Sitting at the edge of the TARDIS doors, looking out at the stars. Without a word, he walked forward and sat beside her.

"Maybe I should give up," she breathed after a long moment of silence.

"You?" he tried to smile but she was far too serious. He frowned, "Give up what?"

"Trying to get over my fear. Healing."

"What?"

"Every time I almost feel safe or comfortable, something happens that just…" she stared distantly at the stars, "I start to feel better and then we see Cybermen; and then I feel better and I end up climbing a pylon to fight a face sucking monster; I feel better and we literally face the Devil! And now…" she shook her head, "Now, when I'm actually feeling remotely, not only safe, but confident…and I face a remnant of my father…" she blinked back a few tears, "What's the point?"

"I promised I would help you heal," he reminded her gently, having never heard her so defeated before, "You know I'll always be here to protect you. You will  _always_  be safe with me."

She swallowed and nodded. He let out a breath of relief that she believed him, that she believed IN him.

"I know you'll protect me…but…" he looked at her sharply, "...you left me once before…"

They looked out at the stars a long while more.

"I never really told you, did I?" he asked her, "About what happened on Gallifrey? When I left?"

"I heard it from Mayra."

He shook his head, "No, not why we separated, why I  _left_ ," she looked at him, confused, "I was afraid that you would want nothing to do with me for hurting your cousin," he admitted quietly, "I was ashamed. I hated myself because…" he swallowed.

No, he couldn't tell her that, not now, not when she was so emotional. He didn't want to take advantage. He would tell her another time just why he had even picked Mayra in the first place.

"You left because you were afraid I would think less of you?" she breathed, shocked. He nodded, "Theta, I could  _never_ …"

"I know. I was stupid back then."

"Back then?" she joked.

He smiled at her a moment before standing and pulling her to her feet, "Come on," he murmured, leading her over to the console. She watched him curiously as he flipped a few switches, turning on a sort of radio. He turned around and held out a hand to her as she raised an eyebrow at him, "Dance with me."

"What?" she shook her head, it was such a random request.

"Oh come on Kata," he grinned, "You love music, always have, always will, and we both know it. Dancing, singing, playing, you can do it all…and if anything, ANYTHING, can cheer you up, it's dancing."

"Theta…" she shook her head again, but for a different reason this time.

"Come on," he took her hand, pulling her to him slowly, "One dance."

She stepped forward willingly, laying her head on his shoulder as they swayed to the gentle music. She knew not to try for anything better with the Doctor…he'd never been one for dancing…unless it was at a wedding or a birthday…and even then his moves were...questionable at best...

She smiled softly to herself, closing her eyes, listening to his twin heartbeats, as he rested his head against hers, closing his eyes as well.

Neither of them noticed Rose watching from the top of the gantry, thinking back to the time she had practically begged the Doctor to dance with her…he danced so easily with the Professor…with one, final, sad glance she turned and left them to their moment.

* * *

**Notes for the Chapter:**

> For some reason, I picture them dancing to "So Close" from the movie Enchanted. It suits them.


	10. Army of Ghosts

The TARDIS materialized in a child's play area in London, close to the Powell Estate. Rose stepped out, holding a large, red rucksack which she slung on her back just as the Doctor and Professor stepped out as well. They all smiled at each other before setting off towards the flats, Rose and the Professor on either side of the Doctor.

Rose practically ran up the stairs to her flat, a wide grin on her face, excited to be home, "Mum, it's us!" Rose shouted as they neared the door, "We're back!"

She quickly opened the door to see her mother standing there, "Oh, I don't know why you bother with that phone!" Jackie cried, pleased and exasperated at the same time, "You never use it!"

Rose just grinned, "Shut up, come here!" she pulled her mother into a hug as the Professor and the Doctor smiled on.

"Oh, I love you!"

"I love you!"

"I love you so MUCH!" Jackie cried. The Doctor shook his head fondly and tried to squeeze past them, about to sidle off when Jackie spotted him, "Oh no you don't!" she grabbed him, "Come here!" she pulled him towards her and planted one on him despite his protests, much to the amusement of the Professor who was just barely managing to hold her laughter in, "Oh, you lovely big fella! Oh, you're all mine!"

"Just…just…just put me down!" he tried to speak over her.

"Yes, you are!" Jackie continued, kissing him again and walking off.

The Doctor turned sharply, hearing a stifled giggle, to see the Professor holding her hand in front of her mouth, "Not a word," he muttered, wiping his mouth off with the back of his hand.

"Wasn't gonna," she laughed, stepping forward.

He stuck his hand out and linked their arms before they joined Rose in the sitting room.

"I've got LOADS of washing for ya!" Rose said, pulling off her sack and dumping it in her mother's arms, "And…I got you this!" she pulled out a tiny, ornate bottle with a wide grin, "It's from the market on this asteroid bazaar. It's made of um..." she turned to the Doctor who was flicking through magazines lying on the table while the Professor perused the family photos on the mantle, "What's it called?"

"Bezoolium," they answered.

"Bezoolium," she turned back to her mother, "When it gets cold, yeah, it means it's gonna rain, when it's hot, it's gonna be sunny! You can use it to tell the weather!"

"I've got a surprise for you and all," Jackie nodded, not even blinking.

"Oh, I get her bezoolum, she doesn't even say 'thanks.'"

"Guess who's coming to visit? You're just in time, he'll be here at ten past! Who do you think it is?"

"I don't know."

"Oh, go on, guess!"

"No, I hate guessing. Just tell me."

"It's your granddad!" Jackie exclaimed, thrilled, "Granddad Prentice. He's on his way. Any minute!" Rose stared at her, "Right, cup of tea!"

She turned and walked off, leaving Rose gaping. The Professor frowned and stepped over to her as the Doctor appeared over her shoulder as well, "She's gone mad," Rose breathed, stunned.

"Tell me something new," the Doctor muttered, looking after Jackie.

"Granddad Prentice, that's her dad. But he died like, ten years ago. Oh my God. She's lost it. Mum?" she walked after her. The Doctor and Professor exchanged a concerned look before following, "What you just said about granddad..." Rose began, stepping into the kitchen.

"Any second now," Jackie turned to look at her.

"But...he passed away. His heart gave out. Do you remember that?"

"Course I do!"

"…then how can he come back?"

"Why don't you ask him yourself?" Jackie looked down, checking her watch, "Ten past. Here he comes."

The trio watched in shock as, right before their eyes, a figure stepped out of nowhere, right into the middle of the room. It was featureless, like a shadow, but with a humanoid form. It walked over and stopped beside Jackie.

"Here we are, then!" she beamed, "Dad...say hello to Rose. Ain't she grown?"

They didn't say anything, just turned and ran out of the apartment, down to the block of flats, stopping short when they caught sight of what was before them.

"They're everywhere!" the Doctor shook his head, confused, as he and the Professor looked around.

The 'ghosts'  _were_  everywhere, standing around like ordinary people. What was even stranger was that no one seemed even remotely alarmed by their presence. A group of boys was even playing a ball game right beside one.

Rose turned back to ask something when her eyes widened in alarm, "Look out!"

The Doctor and Professor spun around, right as a ghost walked through the both of them. The Doctor squirmed uncomfortably while the Professor just tensed and wrapped her sweater around her, as though she were cold.

"They haven't got long," Jackie called, joining them, "Midday shift only lasts a couple of minutes. They're about to fade."

"What do you mean, SHIFT?" the Doctor turned to her, "Since when did ghosts have shifts? Since when did shifts have ghosts? What's going on?"

"Oh, he's not happy when I know more than him, is he?"

"But no one's running or screaming or freaking out or…" he continued, completely confused, before turning to the Professor, "You  _are_  seeing this too right?"

"Unfortunately," she nodded, hugging herself tighter.

"Why should we?" Jackie asked before checking her watch, "Here we go. Twelve minutes past."

Jackie smiled at Rose who just bit her lip as they watched the ghosts just disappear, fading away. The Doctor looked around even more confused as the Professor frowned.

~8~

Ghostwatch was apparently on the telly now. The Doctor sat on the floor in front of the television, watching the program, while Jackie sat on the sofa beside Rose who had perched on the arm. The Professor sat back next to Rose but on the floor.

"On today's  _Ghostwatch_ ," the program continued, "Claims that some of the ghosts are starting to talk, and there seems to be a regular formation gathering around Westminster Bridge," it cut to footage of ghosts milling around the bridge, "It's almost like a military display..."

The Professor frowned at the footage, it was very much like a military display.

"What the hell's going on?" the Doctor breathed, a frown on his face. He changed the channel to what looked like a weather report but, instead of weather symbols, there were little pictures of ghosts.

"And tonight we're expecting very strong ghosts," the weatherman reported, "From London, through the North and up into Scotland…"

And another channel, the Trisha Goddard chat show, a small caption reading, 'I married a dead man!' at the bottom.

"So basically, Eileen," Trisha was saying, "What you're telling me is that you are in love with a ghost."

The camera panned to a woman, Eileen, sitting in front of the studio with a ghost hovering around another chair, "He's MY ghost and I love him, 24/7!"

The channel changed amidst applause…

Derek Acorah was shouting, "Well, no one needs me anymore!"

And another channel change to a cheesy housewife in an apron, addressing the camera, as an animated ghost hovered around her, "My ghost was pale and grey until I discovered...Ectoshine!"

"I wonder…" the Professor muttered before shifting forward and plucking the Doctor's sonic out of his jacket flashing the screen quickly.

The Doctor changed the channel to a French news station, which showed footage of ghosts wandering around the Eiffel tower.

And then there was the Indian station, with ghosts around the Taj Mahal.

And another Japanese newsreader, with three Japanese girls all screeching wildly and showing off their ghost shirts.

"It's all over the world," the Professor breathed, shooting a concerned look at the Doctor which he returned…something on this scale…it was bad news.

An episode of Eastenders began, Peggy Mitchell behind the bar of the Vic, having a go at a ghost, "Listen to me, Denn Watts. I don't care if you HAVE come back from the grave. Get out of my pub! The only spirits I'm serving in this place are gin, whisky, and vodka. So, you heard me, GET OUT!"

The Doctor shut it off and turned to Jackie, "When did it start?"

"Well first of all, Peggy heard this noise in the cellar, so she goes down…" Jackie started.

"No, worldwide," the Professor cut in gently.

"Oh!" Jackie nodded, smiling at the girl, she was far more polite than the Doctor, "That was about two months ago. Just happened. Woke up one morning, and there they all were, ghosts everywhere. We all ran round screaming and that, whole planet was panicking...no sign of YOU, thank you very much..."

"Yeah…sorry 'bout that," Rose smiled sheepishly, "Sort of knocked the sensor over during a landing…short circuited it. The Professor fixed it but it wouldn't work unless we could key it onto you…and I figured I'd be seeing you soon enough…"

Jackie rolled her eyes, "Well then it sort of sank in. Took us time to realize that...we're lucky."

"What makes you think it's granddad?"

"Just feels like him," Jackie smiled fondly, "There's that smell, those old cigarettes. Can't you smell it?"

"I wish I could, mum, but I can't."

"You've got to make an effort. You've got to WANT it, sweetheart."

"The more you want it, the stronger it gets?" the Doctor guessed.

"Sort of, yeah."

"Like a psychic link," the Professor nodded slowly, looking at the Doctor who sighed and rubbed his eyes.

"Course you want your old dad to be alive," the Doctor tried to explain, "But you're wishing him into existence. The ghosts are using that to pull themselves in."

"You're spoiling it," Jackie warned him.

"I'm sorry, Jackie. But there's no smell, there's no cigarettes. Just a memory."

"But if they're not ghosts, what are they, then?" Rose asked, concerned for her mother.

"Yeah, but they're human!" Jackie exclaimed.

"No," the Professor shook her head, "No, they're not," the Doctor looked at her, attentive, "When the ghost walked through us I got a reading, fuzzy mind you, but…" she shook her head, "It felt...weird. Hollow. Cold…whatever it is, it's not human."

"But you can see them, they LOOK human!"

"She's got a point," Rose pointed out, "I mean, they're all sort of blurred, but they're definitely people."

The Doctor looked at the Professor intently, she just shook her head sadly, no they weren't.

"Maybe not," he agreed, "They're pressing themselves into the surface of the world. But a footprint doesn't look like a boot."

And with that, he stood, reaching out a hand to pull the Professor up with him.

~8~

Rose strode into the TARDIS, holding a newspaper, walking over to the Professor as she crouched down beside a grate that led under the console.

"According to the paper, they've elected a ghost as MP for Leeds," she peered down, "Now don't tell me you're gonna sit back and do nothing."

The Doctor suddenly popped up from underneath the grilling, bopping insanely, holding an odd looking device in one hand and wearing a rucksack, "Who're you gonna call?" 

"Ghostbusters!" Rose laughed.

"I ain't afraid of no ghosts," he mimicked once more before tossing the device to the Professor and heading out. The Professor just shook her head and followed, Rose giggling as she joined them.

~8~

Jackie watched as the Doctor arranged three cone-like devices in a triangle shape, the Professor nudging them just a bit to get the angles right.

"When's the next shift?" the Doctor looked up at Jackie.

"Quarter to," she checked her watch, "But don't go causing trouble. What's that lot do?"

"Triangulates their point of origin," the Professor stated, crouching down to look at the angle from a lower position.

"I don't suppose it's the Gelth?" Rose asked, thoughtful.

"Nah," the Doctor waved her off, "They were just coming through one little rift. This lot are transposing themselves over the whole planet. Like tracing paper."

"You're always doing this," Jackie said crossly, "Reducing it to science. Why can't it be real?" he just ignored her, "Just think of it, though...all the people we've lost, our families coming back home. Don't you think it's beautiful?"

The Doctor paused in his work to look at her, "I think it's horrific."

Jackie looked shocked by that.

"And I think it depends on the people," the Professor added quietly, still shaken from dealing with the Isolus.

Jackie blinked, not quite sure what to make of that. Rose and the Doctor, on the other hand, eyed the girl sadly. The Professor looked up at the Doctor, a small reassuring smile on her face before she nodded, the cones were ready.

The Doctor cleared his throat, "Rose, give us a hand," he called, unwinding a cable and leading it into the TARDIS, the group following after him. He plugged it into the console just as Jackie shut the door behind her, "As soon as it becomes activated," he explained to Rose as she joined him at the console, speaking very fast, "If that line goes into the red, press that button there. If it doesn't stop..." he brandished the sonic under her nose, "Setting 15B, hold it against the port, eight seconds and stop."

"15B, eight seconds," she nodded.

"If it goes into the blue," the Professor stepped up, speaking slower this time, shooting the Doctor a look, "Activate the deep scan on the left."

"Hang on a minute, I know..." she leaned over and pointed at a button, "It's that one."

"Close."

"That one?" she pointed to another.

"Now you've just killed us," the Doctor cut in.

Rose just laughed, "Eh...that one."

"Spot on," the Professor nodded.

"Now, what've we got?" the Doctor turned to Jackie, "Two minutes to go?" Jackie checked her watch.

The Professor moved over to Rose's other side and typed something into the console, bringing up the monitor, "I've given you video feed," she looked up as Jackie walked over since the Doctor had headed outside, "You can see what we see now."

Rose nodded as the Professor turned and walked out as well. She looked down at the console as the Doctor set up outside, jamming the sonic into it.

The Professor shut the door behind her, giving Rose and Jackie extra protection before turning to see the Doctor pressing a large device onto the cones, running around to do the same to the other two. He looked up at her and nodded.

"What's the line doing?" the Professor shouted through the door, standing closer.

"It's alright, it's holding!" Rose's muffled voice called back.

"She say's it's holding," she stepped forward to help, checking each of the cones as the Doctor finished. A moment later she looked up at him and nodded, they were ready.

"Rose?" he called.

"The scanner's working," Rose shouted, "It says 'delta one six.'"

The Doctor turned and smiled at the Professor, "Ready for this?"

She paused a moment before smiling, "I think I am."

He beamed, reaching out to take her hand as they turned to the triangle, "Come on you beauty!" he laughed, buzzing with anticipation.

A moment later a ghost materialized in the center of the triangle. As soon as it did, the cones connected with blue electricity, shooting out to connect at the top of the ghost, making a pyramid. The Professor looked over at the Doctor as he pulled a pair of 3D spectacles out of his pocket and put them on, watching the ghost.

"Beautiful!" he laughed, pulling them off to hand them to the Professor as he bent down and adjusted the setting on the equipment.

"Bad," the Professor corrected, looking at the ghost. She pulled the specs off and leaned forward, putting the glasses back on the Doctor. She knelt down beside him and adjusted a knob, making the ghost shudder and groan.

The Doctor laughed, "Don't like that much, do you?"

"Who are you?" the Professor asked, looking up at it, "Where are you coming from?"

"WHOA!" the Doctor shouted, pulling the Professor back as the ghost took a swipe at them, "That's more like it! Not so friendly NOW, are you?"

"Don't provoke it," the Professor hissed, pushing herself to her feet as the Doctor followed suit.

They watched as it continued to shudder and jerk…until it suddenly disappeared. They exchanged a glance before dashing forward and collecting the equipment, running back into the TARDIS.

The Doctor handed the equipment he was holding to the Professor who rolled her eyes at him but moved to set it up by the console as he followed, pulling off his coat and tossing it over a Y-beam.

"I said so!" he cheered, running to the console where the Professor was hooking in the equipment to read, "Those ghosts have been FORCED into existence from one specific point! And I can track down the source. Allons-Y!" he pulled down a lever and the TARDIS shuddered, tossing them to the floor.

"Honestly!" the Professor shouted, pulling herself back up.

"Allons-y?" Rose laughed.

"French," the Professor translated, "Means 'Let's go.'"

"I like that," the Doctor defended, standing up and pulling some knobs, running around the console, "'Allons-y.' I should say 'Allons-y' more often. 'Allons-y.' Watch out, Rose Tyler! Allons-y! Let's go Professor, Allons-y!"

"Let's go let's go?" the Professor raised an eyebrow at him.

He just waved her off, "And THEN, it would be really brilliant if I met someone called Alonzo. Because then I could say, 'Allons-y, Alonzo' every time!" he frowned, seeing Rose had started smiling strangely halfway through, "You're staring at me."

"My mum's still on board…" she whispered.

The three of them looked over to see Jackie sitting on the gantry, her legs dangling, "If we end up on Mars, I'm gonna kill you."

"I called dibs!" the Professor shouted up at her, earning a laugh from Jackie, a smirk from Rose, and a horrified look from the Doctor. She laughed at his expression, patting his cheek jokingly, before she nodded at the console, "Come on, I've patched in the location of origin."

He blinked and grinned at her, taking a spot beside her at the console, helping her pilot to it.

~8~

They stood around the monitor, observing the soldiers aiming guns at the TARDIS, solemn.

"I can deal with them…" the Professor said quietly, eyeing all the soldiers, already calculating the best method of attack, ranging from the least fatal to the most, unable to help that last train of thought, "Stop all of them before they even  _think_  to fire."

She swallowed hard, wrapping her sweater close. Suddenly she felt another arm around her. She looked over to see the Doctor had put an arm around her, hugging her close to his side, "I hate that you can," he murmured softly.

"So do I."

He just leaned close and dropped a soft kiss in her hair, both of them oblivious to the slightly sad look from Rose and the shocked gaze of Jackie.

The Doctor, nodded to himself, "Plan b," he decided, looking at her.

"Ok."

He cleared his throat, "Well there goes the advantage of surprise. Still!" he turned and headed towards the door, the Professor walking after him, as his arm had dropped to take a hold of her hand, "Cuts to the chase. Stay in here, look after Jackie!" he called back to Rose.

Rose ran after them, "I'm  _not_  looking after my mum!"

"Well, you brought her!"

"I was kidnapped!" Jackie shouted, indignant.

Rose pushed her way past them and blocked the doorway, "Doctor, they've got guns!"

"And I haven't," he countered, "Which makes me the better person, don't you think?" he reached out and caught her around the waist, moving her smoothly out of the way, "They can shoot me dead, but the moral high ground is mine."

And with that, he opened the door and stepped through with the Professor, both of them raising their hands, the Professor tensing, trying to keep her training from kicking in…especially when the soldiers released the safety on their guns.

Suddenly a woman in a black dress and boots ran into the room, "Oh..." she exclaimed, grinning excitedly, "Oh, how marvelous," she clapped, "Oh, very good. Superb. Happy day!" she looked back at the soldiers, motioning for them to follow suit. The Doctor and Professor exchanged a look, not sure what to make of that.

"Um…thanks," the Doctor said, slowly lowering his hands, "Nice to meet you. I'm...the Doctor…"

They started clapping once more, "Oh, I should say!" the woman cheered, "Hurray!"

"You...you've heard of me, then?"

"Well of course we have! And I have to say, if it wasn't for you, none of us would BE here. The Doctor AND the TARDIS..." and then they clapped again, the Doctor clearly enjoying it.

"Oh please don't clap for him," the Professor begged, "He's got a big enough ego already."

The Doctor smiled wider at her small remark, she was starting to sound a bit like the old her…

"I'm sorry," the woman smiled, "Are you the Companion?"

She blinked, "Um…no, I'm the Professor."

The woman's eyes widened comically, "There's  _two_  of you?"

"I'm sorry," the Doctor shook his head, "You are?"

"Oh, plenty of time for that," the woman waved him off, snapping out of her shock, "But according to the records, you're not one for travelling alone. The Doctor and his Companion. That was the pattern wasn't it, right? There's no point hiding anything. Not from us," she said, a slightly sinister tone in her voice, before smiling, "So, where is she?"

"...yes!" he nodded slowly, "Sorry. Good point. She's just a bit shy, that's all," he opened the TARDIS just a tiny bit and felt around, pulling Jackie out, "But here she is, Rose Tyler," he looked Jackie up and down, "Hmm. She's NOT the best I've ever had. Bit too blonde. Not too steady on her pins. A lot of that," he mimed chatting as Jackie glared at him, "And just last week, she stared into the heart of the Time Vortex and aged 57 years. But she'll do."

"I'm 40!" Jackie shouted.

"Deluded," the Doctor nodded sadly, "Bless. I'll have to trade her in. Do you need anyone? She's very good at tea. Well, I say very good, I mean not bad. Well. I say not bad..."

"I think she's marvelous," the Professor cut in, the Doctor was getting a bit carried away.

Jackie beamed and linked arms with the woman before glaring at the Doctor, "Knew I liked her better."

"Anyway…" the Doctor trailed, getting back to point, "Lead on. But not too fast. Her ankle's going."

The woman turned to lead them away, the small trio following after, "I'll show you where my ankle's going!" Jackie hissed at the Doctor.

They followed the woman through a doorway and into the corridor, "It was only a matter of time until you found us. And at last you've made it. I'd like to welcome you, Doctor," she turned and pushed open a door into a huge factory floor, full to the brim of alien artifacts, scientists working and examining them, "Welcome...to Torchwood."

"That's a Jathar Sunglider," the Doctor stared in awe at the large ship near the ceiling.

"Came down to Earth off the Shetland Islands ten years ago."

"Did it crash?" the Professor looked up at it, a pit growing in her stomach at the large chunk taken out of the side of it, clearly indicative of…

"No, we shot it down."

An attack.

She looked at the woman, alarmed.

"It violated our airspace," she continued, "Then we stripped it bare. The weapon that destroyed the Sycorax on Christmas Day? That was us! Now if you'd like to come with me."

Jackie looked incredulously at the Doctor as she followed after the woman.

"The blood control?" the Professor whispered as she leaned over towards the Doctor. He'd told her about all his adventures after the war a while ago but he'd had so many it was quite difficult to keep track of them all.

"Just the one," he nodded as they too walked after the woman.

"The Torchwood Institute has a motto: 'if it's alien, it's ours,'" the woman informed them. The Professor couldn't help but frown at that, "Anything that comes from the sky, we strip it down, and we use it. For the good of the British Empire."

"For the good of the what?" Jackie asked.

"The British Empire."

"There ISN'T a British Empire."

"Not yet," she smiled, "Ah, excuse me…" she turned and pulled a weapon off a soldier, "Now, if you wouldn't mind...do you recognize this, Doctor? Professor?"

"That's a particle gun," the Professor eyed it.

"Good, isn't it?" she smirked. Jackie reached forward to touch it but the woman pulled it away, "Took us eight years to get it to work..."

"It's the 21st century," the Doctor shook his head, "You can't HAVE particle guns."

"We must defend our border against the alien," the woman replied, as though it were perfectly logical. She handed the particle gun back to the waiting soldier, "Thank you...Sebastian, isn't it?"

"Yes, ma'am," the soldier replied.

She smiled, "Thank you, Sebastian," she turned back to the trio, "I think it's VERY important to know everyone by name. Torchwood is a very modern organization. People skills. That's what it's all about these days," her smile grew more smug, "I'm a people person."

Jackie rolled her eyes.

"Have you got anyone called Alonzo?" the Doctor asked.

"No, I don't think so. Is that important?"

"I suppose not. What was your name?"

He said the last bit slightly distracted as the Professor had wandered off, something catching her eye. He walked off to join her where she was examining some boxes of the other artifacts.

"Yvonne," she introduced herself properly, "Yvonne Hartman," the Professor frowned as she pulled out a large black device, "Ah yes. Now, we're rather fond of these. The Magnaclamp. Found in a spaceship buried at the base of Mount Snowdon," the Professor handed the clamp over to the Doctor to look at, "Attach this to an object and it cancels the mass. I could use it to lift two tons of weight with a single hand. That's an imperial ton, by the way. Torchwood refuses to go metric."

The Doctor tossed the Magnaclamp back in the box and brushed his hands together.

"I could do with that to carry the shopping," Jackie joked.

"All these devices are for Torchwood's benefit. Not the general public's."

Jackie pulled a face at her, getting a smile out of the Professor. The Doctor had missed it as he looked through a magnifying glass, focusing on Yvonne, "So, what about these ghosts?"

"As yes, the ghosts. They're er...what you might call a side effect."

"Of what?" the Professor asked.

"All in good time…Professor," Yvonne said, forcing herself to get used to the fact there were now  _two_  of them, "There is an itinerary, trust me."

They looked over as the TARDIS was driven through the base on the back of a truck.

"Oi!" Jackie cried, "Where're you taking that?"

"'If it's alien, it's ours.'"

"You'll never get inside it," the Doctor commented lightly.

"Hm!" Yvonne hummed, not at all bothered by the challenge, "Et cetera," she turned and walked away.

The Doctor glanced over to see the TARDIS door peek open as Rose looked through. He nodded at her encouragingly and turned back.

~8~

Yvonne strode down the corridor with the Doctor, Professor, and Jackie, flanked by soldiers.

"All those times I've been on Earth," the Doctor shook his head, "I'VE never heard of you."

"But of course not," Yvonne grinned, "You're the enemy. You're actually named in the Torchwood Foundation Charter of…"

"1879," the Professor stated, "As an enemy of the Crown."

Yvonne stopped short and looked at her, stunned.

The Doctor however seemed nonplused by the Professor's spouting off of knowledge she had no right to know, "1879...that was called Torchwood, that house in Scotland."

"That's right," Yvonne said slowly, her gaze still lingering on the Professor, "Where you encountered Queen Victoria and the werewolf."

"I think he makes half of it up," Jackie commented.

"Her Majesty created the Torchwood Institute with the express intention of keeping Britain great," the Professor recited, before mockingly adding, "And fighting the alien horde."

"How did you…" Yvonne started.

"But if I'm the enemy," the Doctor cut in, "Does that mean I'm... _we're_  prisoners?"

Yvonne shook her head quickly, throwing off her shock and slipping back into her calm and in control persona, "Oh yes."

As they turned and rounded a corner the Doctor threw a curious look at the Professor, "Academic," was all she whispered to him. He grinned, laughing silently, till they came to a large black door.

Yvonne turned back to them, the two of them falling serious once more, "But we'll make you perfectly comfortable," she continued, not having noticed their lagging, "And there is so much you can teach us. Starting with this," she held up her ID card against a digital lock, opening the door, "Now, what do you make of  _that_?" she asked, striding in.

They followed her, the Doctor and Professor's gaze immediately drawn to a large sphere hovering above a platform in the back of the room. The Doctor's mouth fell open at the same time as the Professor's fell into a frown.

"You must be the Doctor!" an Indian man, clearly in charge of monitoring the sphere, said, stepping up, "Rajesh Singh. It's an honor, sir," he held out his hand but the Doctor was too focused on the sphere to notice.

"Yeah..." he breathed.

Rajesh lowered his hand sheepishly, "And this is the Professor," Yvonne introduced.

"There's  _two_  of them?" the man gaped, echoing Yvonne's words.

The Professor just nodded absently, her eyes trained on the sphere as well.

"What IS that thing?" Jackie breathed.

"We got no idea," Yvonne admitted.

"But what's wrong with it?"

"What makes you think there's something wrong with it?" Rajesh asked.

"I dunno...just feels weird."

The Doctor darted forward, up the small steps that led to the platform, to look up at the sphere, the Professor remaining frozen beside Jackie.

"Well, the sphere has that effect on everyone," Yvonne sighed, "Makes you wanna run and hide. Like it's forbidden."

"We tried analyzing it using every device imaginable," Rajesh stated as the Doctor put on his 3D specs and looked up at it, "But, according to our instruments, the sphere doesn't exist. It weighs nothing. It doesn't age. No heat. No radiation. And has no atomic mass."

"But I can see it!" Jackie countered.

"Fascinating, isn't it? It upsets people because it gives off...nothing. It is...absent."

"Well Doctor?" Yvonne turned to him.

"Ask the Professor," he waved her off, "She's always been better at analyzing than me."

Yvonne turned to look at the woman still staring up at the sphere, "It's a Void Ship," she replied without looking away.

"And what is that?" Yvonne asked.

The Professor shook her head, walking to stand at the bottom of the stairs to the platform.

"Well, it's impossible for starters," the Doctor muttered, taking off his specs and crossing his arms, "I always thought it was just a theory, but..."

"It's a vessel designed to exist outside time and space," the Professor added, "Travelling through the Void."

The Doctor turned and sat down at the bottom of the steps, automatically sitting to one side as the Professor sat beside him, both of them feeling far too disturbed by the sphere to be too far away from the other.

"And what's 'the Void?'" Rajesh asked.

"The space between dimensions," the Professor let her head fall onto the Doctor's shoulder as he shifted and put an arm around her.

"There's all sorts of realities around us," the Doctor continued, speaking quickly, "Different dimensions, billions of parallel Universes all stacked up against each other. The Void is the space in between. Containing absolutely nothing. Imagine that, nothing."

"No light, no dark, no up, no down, no life, no time...without end."

"Our people called it the Void."

"The Eternals call it the Howling."

"But some people call it Hell," the Doctor finished, dropping a soft kiss onto the Professor's hair when she tensed.

"But someone built the sphere," Rajesh said, confused, "What for? Why go there?"

"To explore," the Doctor shrugged.

"To escape," the Professor guessed quietly, "You could sit inside that thing and eternity would pass you by."

"The Big Bang, end of the Universe, start of the next, wouldn't even touch the sides. You'd exist outside the whole of creation."

"You see, we were right," Yvonne turned to Rajesh, smug, "There  _is_ something inside it."

The Doctor looked at her, serious, "Oh yes."

"So how do we get in there?" Rajesh asked.

The Doctor suddenly stood, "We don't! We send that thing back into Hell."

"How did it get here in the first place?" the Professor glanced back up at it, still sitting on the steps.

"Well, that's how it all started," Yvonne replied, "The sphere came through into this world, and the ghosts followed in its wake."

The Doctor looked down at the Professor who sighed and nodded. He held out a hand and helped her up before turning to Yvonne, "Show us."

They walked down the steps, the Doctor striding off. Yvonne threw a glance at Rajesh before heading towards the door just as the Doctor tried to turn left only for the Professor to drag him to the right.

"How does she know?" Yvonne muttered to herself as Jackie jogged off to catch up with the duo.

Little did she know the Professor had hacked into their systems and looked up the blueprint of the building, as well as the history of their organization, as soon as the TARDIS had touched down. She was not one to go into anything blind.

~8~

They walked into a large white room, Yvonne leading the Doctor and Professor over to an expanse of wall, "The sphere came through here. A hole in the world," the Doctor and Professor reached out and placed their hands on the wall, feeling along it, "Not active at the moment. But when we fire particle engines at that exact spot, the breech opens up."

"How did you even find it?" the Professor asked.

"Well, we were getting warning signs for years. A radar black spot. So we built this place, Torchwood Tower. The breech was six hundred feet above sea level. It was on the only way to reach it."

The Doctor pulled on his 3D specs again, "You built a skyscraper just to reach a spatial disturbance? How much money have you got?"

"Enough," Yvonne smirked, walking away.

The Doctor pulled off the specs and folded his arms, staring at he wall, contemplative, "What do you think?" he asked the Professor quietly.

She pulled her hand off the wall, opening her eyes to look at it, "I don't like it," she admitted, "It feels like…metal."

"Hold on a minute..." Jackie called, looking out the window down at the City, "We're in Canary Wharf! Must be! This building, it's Canary Wharf."

"Well, that is the public name for it," Yvonne said as they walked over to join Jackie, "But to those in the know, it's Torchwood."

"So, you find the breech, probe it, the sphere comes through," the Doctor began, "Six hundred feet above London, bam. It leaves a hole in the fabric of reality. And that hole, you think, 'oh, shall we leave it alone? Shall we back off? Shall we play it safe?' Nah, you think 'let's make it BIGGER!'"

"It's a massive source of energy. If we can harness that power, we need never depend on the Middle East again. Britain will become truly independent. Look, you can see for yourself. Next Ghost Shift's in two minutes."

She turned to leave her office and enter the main area when the Professor grabbed her arm, stopping her, "Cancel it."

"I don't think so," she moved to pull her arm away.

But the Professor's grip was like iron.

"We're warning you," the Doctor agreed, "Cancel it."

Yvonne looked over her shoulder at him, "Oh, exactly as the legends would have it. The Doctor, lording it over us. Assuming alien authority over the rights of Man."

The Professor eyed the woman a moment before letting go of her arm but turning to the Doctor, "Show her."

The Doctor nodded and walked over to the other side of the glass partition of Yvonne's office and the main area, pulling out the sonic, "Sphere comes through," he pointed the sonic at glass, activating it. The glass splintered, creating a hole in the middle of one of the 'o's of 'Torchwood' before cracking around it, continuing to travel as the Doctor spoke, "But when it made the hole, it cracked the world around it. The entire surface of this dimension, splintered. And that's how the ghosts get through. That's how they get everywhere. They're bleeding through the fault lines. Walking from their world, across the Void, and into yours. With the human race hoping and wishing and helping them along! But too many ghosts, and..."

He tapped the glass lightly with his fingertip and the whole thing shattered, falling from the frame to the ground.

"Well, in that case we'll have to be more careful," Yvonne remarked before turning to her staff, "Positions! Ghost Shift in one minute."

"Ms. Hartman, I am asking you, please, don't do it," the Doctor called, pursuing her.

"We have done this a thousand times…"

"Then stop at a thousand!"

"We are in control of the ghosts. The levers can open the breech, but equally they can CLOSE it!"

They stared at each other for a few moments, willing the other to back down first.

"Okay," the Doctor said lightly, turning to walk into the office, and rolled out a chair.

"Sorry?" Yvonne frowned.

"Never mind! As you were."

"What, is that it?"

The Doctor just settled down in a chair, "No! Fair enough. Said my bit. Don't mind me. Any chance of a cup of tea?"

"Ghost Shift in twenty seconds," one of the women staff, a young black woman, called.

"Mm!" he smiled, "Can't WAIT to see it!"

"You can't stop us, Doctor," Yvonne warned.

"No, absolutely not!" the Doctor looked at Jackie, "Pull up a chair, Rose! Professor, come and watch the fireworks."

The Professor gave a small smile before stepping forward to stand on the Doctor's side, as did Jackie, both of them flanking him.

"Ghost Shift in ten seconds," the same female staff announced, "Nine...eight..." Yvonne uneasily stared at the Doctor who only raised an eyebrow at her, daring her to go through with it, "Seven...six...five...four...three...two..."

"Stop the shift," Yvonne called, "I said stop."

"Thank you," the Doctor told her, grateful.

"I suppose it makes sense to get as much intelligence as possible. But the program will recommence, as soon as you've explained everything."

"I'm glad to be of help."

Yvonne turned to the room, "And someone clear up this glass!" she glanced at the Doctor, "They did warn me, Doctor. They said you like to make a mess."

She turned and disappeared into her office, leaving the Doctor grinning triumphantly.

~8~

Yvonne was sitting at her desk, her laptop open in front of her, "So these ghosts, whatever they are, did they build the sphere?" she glanced over to see the Doctor had his feet up, crossed, on her desk.

"Must have," he sighed, "Aimed it at this dimension like a canon ball."

The Professor stared out the window with Jackie, deep in thought.

"Yvonne?" Rajesh called through webcam, "I think you should see this. We've got a visitor. We don't know who she is, but funnily enough, she arrived at the same time as the Doctor and the Professor."

The Doctor's face twitched as the Professor looked back at that. Yvonne turned the laptop around so they could see Rose, wearing a white lab coat, sitting beside Rajesh on the screen.

"She one of yours?" Yvonne asked, glancing at them.

The Doctor shook his head, "Never seen her before in my life."

"Good!" Yvonne grinned, almost knowingly, "Then we can have her shot."

"Oh, alright then, it'll be worth a try," he sighed, sitting up, "That's... _that's_  Rose Tyler."

"Sorry," Rose called, waving, "Hello!"

The Doctor waved back as the Professor nodded.

"Well, if that's Rose Tyler, who's SHE?" Yvonne nodded at Jackie.

"I'm her mother," Jackie said proudly.

"Oh, you travel with her mother?"

"He kidnapped me!"

"Please," the Doctor leaned forward, "When Torchwood comes to write my complete history, don't tell people I travelled through time and space with her mother..."

"Charming…"

"I've got a reputation to uphold!" he countered, looking back at Jackie as she glared at him.

The sound of the ghost shift engines starting up sounded.

Yvonne stood, turning to address her staff, "Excuse me? Everyone? I thought I said stop the ghost shift," the three staff sitting at their computers ignored her, staring straight ahead, "Who started the program? But…I ordered you to stop! Who's doing that?" she pointed at the levers that controlled the gate as they rose up on their own, "Step away from the monitors, everyone!" they didn't move, "Gareth, Addy, stop what you're doing, RIGHT NOW. Matt! Step away from your desk. That's an order! Stop the levers!" two scientists rushed over, struggling to push the levers down, "Stop the levers!"

"What's SHE doing?" the Doctor rushed over to Addy, the young black woman who had announced the start of the shift earlier.

"Addy?" Yvonne shook her head, joining him as the Professor stood back, glancing at the door, "Step away from the desk," the Doctor stared at Addy and clicked his fingers in front of her face but she made no reaction, "Listen to me. Step away from the desk!"

"She can't hear you," the Doctor said, looking at the computer screen, "They're overriding the system."

The Doctor looked up at the blank wall, anxious, "We're going into Ghost Shift."

The lights brightened as the Doctor, Jackie, and Yvonne stared at the wall…no one noticing the Professor slip out of the room.

~8~

The Doctor stared at Addy's earpiece, "It's the ear piece controlling them. I've seen this before..." he pulled out his sonic and stood behind her, "Sorry. I'm so sorry," he held the sonic at her ear piece, deactivating it. Addy screamed in pain, slumping over her desk, dead…as did the other two men.

"What happened?" Yvonne gasped, "What did you just do?"

"They're dead," the Doctor replied solemnly.

"You killed them," Jackie accused.

"Oh, someone else did that long before I got here," he muttered, turning back to the computer.

"But you killed them!"

"Jackie, I haven't got time for this…"

"What're those ear pieces?" Yvonne asked.

"Don't," he warned.

"But they're standard comms. devices. How does it control them?"

"Trust me, leave them alone," he ran over to one of the men's computers.

"But what are they?" she frowned, reaching out and taking a hold of Addy's ear piece, pulling it…right out of her head, a trail of brain tissues till attached to it, "Urgh! Oh, God! It goes inside their brain!" she dropped it, revolted.

"What about the Ghost Shift?" the Doctor called.

"Ninety percent there. It's still running. Can't you stop it?"

"They're still controlling it. They've hijacked the system."

"Who's THEY?"

The Doctor pulled out his sonic and held it flat in his hand, turning slowly, "It might be a remote transmitter but it's gotta be close by. I can trace it…" he trailed off, looking up, only to realize the Professor was gone.

' _Kata?_ ' he called out, hoping she was listening, ' _Kata!_ '

' _I'm fine,_ ' she whispered back.

' _Where are you?_ '

' _I promised._ '

His eyes widened in fear as he realized just where she had gone, but the sonic beeped. He looked down at it, he needed to find out what was going on…

But the Professor…

The sonic beeped again.

He growled under his breath before shouting, "Jackie, stay here!" and running out of the door, following the beep.

Yvonne followed after him, watching as he walked briskly down the corridor, letting the sonic guide him. She stopped briefly by two passing soldiers, "You two, you come with us."

"Yes, ma'am," one replied as they followed her and the Doctor till they reached a curtained area.

"What's down here?" he asked.

"I don't...I dunno," Yvonne shook her head, "I think it's building work. It's just renovations."

"You should go back," the Doctor said, starting forward.

"Think again," she remarked, following him, motioning for the two soldiers to do the same. The Doctor stopped, pushing the plastic curtains aside as the sonic beeped. He stared down at it, "What is it? What's down here?"

His brow furrowed, "Ear pieces, ear pods, this world is colliding with another. And I think I know which one."

All of a sudden the shadows of Cybermen appeared behind the curtains surrounding them.

"What are they?"

"They came through first," the Doctor replied as the Cybermen slit the curtains with their hands, "The advance guard!" and then the metal men stepped through and marched towards them, "Cybermen!"

The two soldiers fired their bullets at the Cybermen but with no effect. The Doctor and Yvonne looked around, trying to find a way to escape, but they were surrounded.

~8~

The Cybermen led Yvonne and the Doctor back into the Rift Chamber, their hands behind their heads.

"Get away from the machines," the Doctor warned, shouting at the scientists, "Do what they say, don't fight them!"

The Cybermen just aimed their weapons and shot one of the scientists dead.

"What are they?" Jackie cried, terrified.

"We are the Cybermen," one of the Cybermen stated, "The Ghost Shift will be increased to one hundred percent," he clamped a fist to his chest, the lever rising once more.

"Online," the computer announced.

"Here come the ghosts," the Doctor breathed as the lights brightened.

They watched, horrified, as the ghosts stepped through the wall, falling into a linear formation, steadily taking the shape of Cybermen till they were completely solid.

~8~

"Can anyone hear me?" Rajesh called into the comm., "Come on, I need help down here!" the entire chamber shook, "I need…"

The sphere suddenly stopped vibrating. Rajesh joined Rose and, believe it or not, Mickey Smith, staring at it as Mickey pulled off his lab coat and pulled out his ear piece.

"Here we go," Mickey breathed, watching as a smooth crack appeared on the sphere as it opened.

"No!" a voice shouted behind them. They spun around to see the doors open just a crack, enough for someone to squeeze through, "Get out!"

"Professor?" Rose frowned, bewildered that the girl had gotten in.

~8~

"These Zybermen…what've they got to do with the ghosts?" Jackie asked.

"Do you never listen?" the Doctor turned to her, "A footprint doesn't look like a boot!"

"Achieving full transfer," a Cyberman announced.

"They're Cybermen," the Doctor shook his head, "All of the ghosts are Cybermen…" he watched as the men continued to march out of the light, "Millions of them. Right across the world…"

His eyes widened, ' _Professor?_ '

Suddenly hundreds of Cybermen solidified, "They're invading the whole planet," Yvonne gasped.

"It's not an invasion, it's too late for that," the Doctor swallowed, growing more concerned as the Professor didn't respond, "It's a victory."

They looked over as the laptop started beeping.

"Sphere activated," it announced, "Sphere activated. Sphere activated. Sphere activated."

' _Kata!_ '

~8~

The light continued to spill from the sphere as the Professor grabbed Rose's arm, taking the fact that Mickey was back in stride, "We need to get out now!"

"The door's sealed behind you," Rajesh pointed out.

"Then give me a computer and I'll override it!"

"It's alright," Mickey tried to calm her, "I know what's in there. And I'm ready for them. I've got just the thing," he turned and crouched beneath a counter, pulling a weapon from under it, and moving to stand before them, aiming it at the sphere, "This is gonna blast them to Hell."

"Samuel, what are you doing?" Rajesh demanded.

"No, you don't und…" the Professor began.

"The name's Mickey," Mickey cut in, cocking the gun as the sphere parted further, "Mickey Smith. Defending the Earth."

"You don't understand!" the Professor shouted, "That technology is WAY beyond Cybermen!"

~8~

"What I don't understand is...Cybermen don't have the technology to build the Void Ship," the Doctor turned to the nearest Cyberman, "That's WAY beyond you. How did you create that sphere?"

"The sphere is not ours," it stated.

"…what?"

"The sphere broke down the barriers between worlds. We only followed. Its origin is unknown."

"Then what's inside it?"

"Rose is down there," Jackie's eyes widened in fear.

~8~

"Well, what is it then?" Mickey demanded.

Before she could answer, an alien started to emerge from the sphere, drawing all their attention.

Rose and the Professor watched in mounting horror as four Daleks glided smoothly from the sphere.

"Oh my God," Rose breathed.

"No…" the Professor gasped. Rose quickly reached out and grabbed the girl's hand.

"Location: Earth," a Dalek spoke, "Life forms detected. Exterminate!"

Mickey aimed his gun.

"Exterminate! Exterminate! EXTERMINATE!"

' _Theta…_ '

To be continued…

* * *

**Notes for the Chapter:**

> I was never really sure where the Christmas specials come into play, so I base them around the Doctor and his regenerations. For example, 10 first appeared in the Christmas Invasion, so I count that as the start of Series 2. Therefore, the Runaway Bride will be the start of Series 3. Later, since 11 started a brand new Series, I count A Christmas Carol to be the end of Series 5. Which means...this story is over in 1 more chapter :( But then we get Series 3 and Martha and quite a bit of Doctor/Professor!


	11. Doomsday

The Daleks advanced upon Rose, Mickey, Rajesh, and the Professor, who seemed near having a panic attack.

"Daleks!" Rose shouted, the first thing that came to mind. The Daleks froze, "You're called 'Daleks,'" they didn't move. She tried to walk forward, but the Professor held her back, not willing to let her near them, "I know your name," Rose continued, making no move to step forward again, though she slowly took off her lab coat, "Think about it, how can I know that? A human...who knows about the Daleks. And the Time War. If you wanna know how, then keep us alive. That's all I'm asking. Me and my friends."

"Yeah, Daleks," Mickey nodded, "Time War. Me too," the Daleks' eye pieces swiveled around to look at him.

"Yeah," Rajesh added, "And me."

"You will be necessary," the first Dalek, whom the Professor recognized as Dalek Sec, stated, observing Rose for a moment before turning to Dalek Jast, "Report, what is the status of the Genesis Ark?"

"Status: hibernation," it reported.

"Commence awakening," Sec ordered.

"The Genesis Ark must be protected above all else," Dalek Thay agreed, turning to the Genesis Ark which had also emerged from the sphere, looking like a lump of metal in Dalek form. It clamped its suction arm to the side of the Ark.

"The Daleks," Mickey whispered to Rose, "You said they were all dead."

"Never mind that," Rose waved him, "What the hell's a Genesis Ark?" she looked over at the Professor who was shaking and quickly put her arm around the woman, trying to calm her down.

Though she hated to admit it, she was out of her depth here. If they had  _any_  chance at survival without the Doctor present, they would need the Professor focused and calm.

~8~

"What's down there?" Jackie turned to the Doctor who was leaning against the wall, trying to reach out to the Professor, "She was in that room with the sphere. What's happened to Rose?"

"She's alright," he promised, "Whatever's down there, the Professor is too. She'll protect Rose…she'll protect her…"

He swallowed hard, realizing he was coming close to breaking his promise, he'd promised himself since he was 10 and first met her that he would always protect her…bang up job he was doing so far.

Despite his words Jackie sniffled, still fearing for her daughter's life.

The Doctor walked over to her, "I'll find her. I'll find them both. I brought you here, I'll get you all out. You and your daughter. Jackie, look at me. Look at me," Jackie looked up at him, tears in her eyes, "I promise you. I give you my word."

A Cyberman approached them, heading straight for Yvonne who was sitting at her desk, "You will talk to your central world authority and order global surrender."

"Oh, do some research," she remarked, not seeming at all fearful, "We haven't GOT a central world authority."

"You have now. I will speak on all global wavelengths," the Doctor put on his 3D specs again as the Cyberman began to broadcast, "This broadcast is for human kind…

~8~

The Doctor, Jackie, Yvonne, and one of the Cybermen stood, observing the proceedings of the City below, watching as fires and explosions went off.

"I ordered surrender," the Cyberman stated.

"They're not taking instructions," the Doctor turned to him angrily, "Don't you understand? You're on every street, you're in their homes. You've got their children. Of course they're gonna fight!"

~8~

"Which of you is least important?" Sec turned to the small group.

"What's that supposed to mean?" Rose asked.

"Which of you is least important?"

"No. We don't work like that. None of us."

"Designate the least important!"

"This is my responsibility," Rajesh said quietly, taking a step forward.

"Don't," the Professor warned, having calmed down enough to at least be coherent.

Rajesh just ignored her and stood before the Daleks dejectedly, "I er…I represent the Torchwood Institute. Anything you need, you...come through me. Leave these three alone."

"You will kneel," Sec ordered.

"What for?"

"Kneel!" it shouted. Rajesh kneeled as three Daleks surrounded him, directing their eye stalks as one remained behind focused on Rose, Mickey, and the Professor, "The Daleks need information about current Earth history."

"Yeah, well, I can give you a certain amount of intelligence but nothing that will compromise Home Land security…"

"Speech is not necessary," Sec interrupted, "We will extract brainwaves," the three Daleks advanced upon him, positioning their suction arms around his head.

"Look away," the Professor whispered to Rose and Mickey.

"What?" Rose looked at her, startled, "Why?"

"Don't..." Rajesh pleaded, "I…I'll tell you everything you need!"

"Do it!" she reached out and turned them away with her.

"No!" Rajesh shouted, "No!"

He shouted out in agony as the Daleks literally crushed his skull between their suction arms. Rose and Mickey closed their eyes tight, trying to ignore his cries.

~8~

"Scans detect unknown technology active within Sphere Chamber," one of the Cybermen said suddenly as the Doctor looked up in concern.

"Cybermen will investigate," a second one agreed, before pushing a comm. device open, "Units 10-65 and 10-66 will investigate Sphere Chamber."

"We obey," came the reply.

~8~

The Daleks released Rajesh's blackened corpse, letting it fall to the ground.

"His mind spoke of a second species invading Earth, infected by the superstition of ghosts," Sec stated.

"You didn't need to KILL him!" Rose shouted.

"They kill what they don't need alive," the Professor muttered darkly.

"The female is correct," Dalek Caan stated.

"Dalek Thay, investigate outside," Sec ordered.

"I obey," Thay agreed, wheeling out.

Mickey looked over at the Professor who had moved past shock and into anger, "Couldn't you have stopped them?"

She shook her head, "They couldn't know I'm Time Lady. My knowledge could jeopardize everything if they absorbed it."

~8~

"Units open visual link," a Cyberman, the Cyberleader, ordered as the Doctor spotted a visual of the corridor appearing on Yvonne's laptop, "Visual contact established."

~8~

"Establish visual contact," Sec ordered, "Lower communications barrier."

A projection appeared on the sphere, showing the corridor from Thay's view as two Cybermen appeared, the trio watching.

~8~

The Doctor stared in horror as a Dalek appeared on screen.

"No…" he breathed.

"Identify yourselves," the Dalek demanded.

"You will identify first," one of the Cyberman replied.

"State your identity!"

"You will identify first."

"Identify!"

"...illogical, you will modify."

"Daleks do not take orders!"

"You have identified as Daleks."

"Outline resembles the INFERIOR species known as 'Cybermen,'" another Dalek voice spoke over the monitor.

The Doctor lost his breath, there were  _more_  of them.

"Rose said about the Daleks," Jackie whispered to the Doctor, "She was terrified of them. What have they done to her, Doctor? Is she dead?"

"The Professor wouldn't allow it," he shook his head, before closing his eyes.

"Oi!" Jackie smacked his arm, "Now's not the time to be napping!"

"Quiet," he hissed to her, putting his fingers on his temples, concentrating hard.

' _Kata!_ ' he nearly shouted.

' _I'm here,_ ' she replied after a moment, ' _Rose and Mickey too._ '

He let out a breath of relief, "She heard me," he looked over at Jackie, "Rose is alive," Jackie clapped her hand over her mouth, relieved, "Why haven't they killed her?"

He could understand why the Daleks might keep the Professor alive, scores of reasons not to kill her yet, but a human?

"Well, don't complain!" Jackie shouted.

"They must need her for something…they need one of them…which one will they keep alive…" he shook his head, not willing to think about that, and put on his 3D specs again, looking at the laptop, at the Dalek.

"Our species are similar, though your design is inelegant," a Cyber offered.

"Daleks have no concept of elegance," the Dalek replied.

"This is obvious. But consider, our technologies are compatible. Cybermen plus Daleks, together, we could upgrade the Universe."

"You propose an alliance?"

"This is correct."

"Request denied."

The Cybermen held out their fists, ready to attack, "Hostile elements will be deleted."

They shot at the Dalek, but the rays simply bounced off its armor, "Exterminate!"

The Dalek took aim and shot both Cybermen, one after the other, destroying them.

"Open visual link," the Cyberleader stated, tapping into the camera systems to open the view of the Sphere Chamber, "Daleks, be warned: you have declared war upon the Cybermen."

Jackie's eyes widened in horror, seeing Rose standing there off to the side, Mickey and the Professor there as well. The Doctor couldn't help but close his eyes in a moment of relief.

"This is not war," the main Dalek replied, "This is pest control."

"We have five million Cybermen. How many are you?"

"Four."

"You would destroy the Cybermen with FOUR Daleks?"

"We would destroy the Cybermen with ONE Dalek. You are superior in only one respect."

"What is that?" the Cyberleader asked just as the Doctor leaned around to glance at the screen.

"You are better at dying!" the Dalek shouted, "Raise communications barrier!"

The screen went blank.

~8~

"Wait!" Dalek Jast cried as the static appeared on screen, "Rewind image by nine rels," the feed played back, pausing to the moment the Doctor leaned over, "Identify grid seven gamma frame," it zoomed in, "This male registers as enemy."

Rose beamed.

Sec spun around and aimed his eye stalk at her, "The female's heartbeat has increased."

"Yeah, tell me about it," Mickey muttered.

"Identify him!"

"Alright then..." Rose smirked, "If you really wanna know...that's the Doctor," the Daleks rolled backwards sharply, "Five million Cybermen, easy. One Doctor? NOW you're scared."

The Daleks quickly turned away and began to guard the Ark.

"How come they haven't recognized you?" Mickey asked the Professor quietly as he eyed the Daleks, "You've got two hearts."

"I'm forcing them to beat one side at a time," she murmured, "It sounds more human."

"You can do that?" he looked at her, impressed.

"With effort," she smiled, "I'll have a bit of heart burn later though."

He just laughed.

~8~

"Quarantine the Sphere Chamber," the Cyberleader ordered, "Start emergency upgrading. Begin with these personnel."

Two Cybermen strode forward and grabbed Yvonne, dragging her and Jackie away as they struggled, "No, you can't do this!" Yvonne shouted, "We surrendered! We surrendered!"

They grabbed the Doctor, pulling him away when they stopped, "This one's increased adrenaline suggests he has vital Dalek information."

Jackie squirmed, struggling to get back to the Doctor, "You promised me! You gave me your word!"

"I'll think of something!" he shouted after her as she was dragged away. This was one of those times where he wished he had the Professor's knack for making plans at a snap of the fingers.

~8~

Dalek Thay entered the Sphere Chamber once more, "Cyber threat irrelevant. Concentrate on the Genesis Ark."

Sec turned to the Ark, pressing his suction arm to it.

"Why are we being kept alive?" Mickey asked Rose quietly.

She paused in thought a moment, "They might need me."

"Need  _us_ ," the Professor corrected.

"What?" Mickey looked between them, "What is it?"

Rose just stared at the Daleks, fear in her eyes. The Professor reached out and took her hand, much like Rose had done for her.

~8~

The Doctor was sitting on the windowsill in silence, looking out at the City when the Cyberleader approached him, "You are proof."

"Of what?" he asked, not even looking at it.

"That emotions destroy you."

"Yeah, I am," he agreed, glancing at it, his attention being drawn just to the side, "Mind you, I quite like hope. Hope's a good emotion. And here it comes."

The Cyberleader followed his gaze to see a group of people, dressed in black suits, wearing gas masks, and carrying guns, appear out of thin air. One of them shouted to the others and they all shot at a row of Cybermen, destroying them immediately. The Doctor rolled out of the way and crouched down in the corner as the Cyberleader strode forward only to get its head blown off.

"Doctor, good to see you again!" the leader of the group shouted, pulling off his mask to reveal none other than Jake from the parallel world, "Where's your friend?" he grinned, "We gotta thank her for these guns!"

"Jake?" the Doctor gaped.

"The Cybermen came through from one world to another and so did we," he nodded as the Doctor looked at him, more concerned than pleased. Jake turned back to the team, "Defend this room. Chrissie, monitor communications," the Doctor quickly put his 3D glasses on and looked at the group, "Kill one Cyberleader and they just download into another. Move!"

The group hurried from the room as they were told, leaving the Doctor alone with Jake, "You can't just…just…just HOP from one world to another!" the Doctor exclaimed, "You CAN'T."

"We just did, with these," he chucked a large, yellow button on a chain over to the Doctor.

"But that's impossible. You can't have this sort of technology."

"We've got our own version of Torchwood. They developed it and these," he held up his gun, "Took a look at the Professor's device and replicated it. Do you wanna come and see?"

"No!" the Doctor shouted, but it was too late, Jake pushed the button.

They reappeared in the parallel world, standing in the same spot, in the same building, but it was dark and more abandoned. There were wires and equipment strewn all over the floor.

"Parallel Earth, parallel Torchwood," Jake explained, "Except we found out what the institute was doing and the people's republic took control."

"I've gotta get back," the Doctor turned to him, urgent, "The Professor's in danger. Rose is in danger. And her mother."

"That'd be Jackie," a voice said. The Doctor looked up, surprised, to see Pete Tyler enter the room flanked by two soldiers, "My wife in a parallel Universe. And as for you, Doctor, at least this time I know who you are."

The Doctor ran over to him, "Right, yes, fine, hooray. But I've gotta get back. Right now."

"No, you're not in charge here," Pete told him, a quiet authority in his voice, "This is  _our_  world, not yours. And you're gonna listen for once."

The Doctor had no choice but to fall silent.

~8~

Mickey glanced over at the Daleks surrounding the Genesis Ark before he pulled out a small, yellow button on a chain and showed it to Rose, "I could transport out of here, but it only carries one and I'm not leaving you. Either of you."

The Professor reached out and took the button, frowning as she scanned the tech inside it.

"You'd follow me anywhere," Roes remarked lightly, "What did I do to you all those years ago?"

"Guess I'm just stupid," Mickey shrugged before the Professor gave him a whack on the arm.

"Told you to stop saying that," she muttered, smiling at him just a bit.

Rose reached out and squeezed his hand as well, "You're the bravest man I've ever met."

"What about the Doctor?" Mickey asked.

"Oh, alright," Rose rolled her eyes, "Bravest human."

"I don't know," the Professor commented, "I think you might actually be the bravest man…alien, human, or otherwise…I've ever met."

He nearly beamed at that before laughing, "Well, I can't think what the Daleks need with me. I'm nothing to them."

"You could be..." Rose sighed, glancing over at them, "Whatever's inside that Ark is waking up and I've seen this happen before. The first time I saw a Dalek, it was broken. It was dying. But I touched it. The moment I did that...I brought it back to life. As the Doctor said...when you travel in time in the TARDIS, you soak up all this...um...background radiation. It's harmless, it's just there. But in the Time War, the Daleks evolved so they could use it as a power supply."

"I love it when you talk technical."

"That's not why they evolved," the Professor corrected lightly, earning a look from both Rose and Mickey, "They evolved so I couldn't destroy any more of them."

Mickey blinked, stunned by that remark, "And what happened then?"

She shook her head sadly, "I got more clever."

Rose nodded, "If the Daleks have got something inside that thing that needs waking up..."

"They need you," Mickey said, "The both of you."

"YOU'VE travelled in time," the Professor reminded him, "Any of us would do."

"But why would they build something they can't open themselves?"

"They didn't build it."

"Then who did?" Rose asked.

"The Time Lords," she answered, looking back at the Ark.

"What's inside?"

The Professor turned her gaze on Rose, "What would the last of any race want?"

"Their people back," Rose guessed before her eyes widened in horror, "It's filled with Daleks?"

"It's bigger on the inside," Mickey swallowed hard, "Isn't it?"

The Professor could only nod.

~8~

The Doctor pressed himself up against the white wall of the parallel Torchwood, as though he were trying to hear something.

"When you left this world," Pete explained, "You warned us there'd be more Cybermen. So we sealed them inside the factories."

The Doctor stepped away from the wall.

"Except people argued," Jake rolled his eyes, "Said they were living. We should HELP them."

"And the debate went on. But all that time, the Cybermen made plans. Infiltrated this version of Torchwood, mapped themselves onto your world, and then vanished."

"When was this?" he looked at them.

"Three years ago," Pete answered as they turned and walked back down the room.

"It's taken them three years to cross the Void. But we can pop to and fro in a second. Must be the sheer mass of five million Cybermen crossing all at once."

"Yeah, Mickey said you'd rattle off that sort of stuff."

"Oh, where is the Mickey-boy?" the Doctor glanced around as though Mickey would pop out.

"He went ahead first. Any chance to go and find Miss Rose Tyler."

"She's your daughter. You do know that? Did Mickey explain?"

"She's not mine, she's the child of a dead man," they came to a window, looking down on the world below, "Look at it. A world of peace. They're calling this 'The Golden Age.'"

"Who's the President now?"

"A woman called Harriet Jones."

The Doctor exhaled, "I'd keep an eye on her."

"But it's a lie. Temperatures have risen by two degrees in the past six months. The ice caps are melting. They're saying all this is gonna be flooded. That's not just global warming, is it?"

"No."

"It's the breach."

"I've been trying to tell you," the Doctor told him, seriously irked, "Travel between parallel worlds is impossible. Then the Daleks break down the walls with the sphere..."

"Daleks?"

"Then the Cybermen travelled across. Then you lot, those disks, every time you jump from one reality to another, you rip a hole in the Universe. This planet is starting to boil. Keep going and BOTH worlds will fall into the Void."

"But you can stop it, the famous Doctor...you can seal the breach?"

"Leaving five million Cybermen stranded on  _my_  Earth?" the Doctor raised an eyebrow.

"That's your problem. I'm protecting this world, and this world only."

The Doctor laughed softly at that, eyeing him, "Hm...Pete Tyler...I knew you when you were dead. Now here you are, fighting the fight...alone..." he took a step closer, "There is a chance...back on my world...Jackie Tyler might still be alive."

"My wife died."

"Her husband died. Good match."

"There's more important things at stake. Doctor...help us."

He took a step back, "What? Close the breach? Stop the Cybermen? Defeat the Daleks? Do you believe I can do that?"

"Well…" Pete trailed, "Maybe not just you…" the Doctor eyed him curiously, "That friend of yours, the Professor, she's helped us so much and she isn't even here…" he paused in thought, "The two of you…you can save everyone."

The Doctor smiled, "Maybe that's all I need…" his smile grew to a full blown grin, "Off we go, then!"

He slapped his button, the three of them appearing back in the invaded Torchwood. The Doctor slipped the button into his pocket and rushed to the phone, "First of all, I need to make a phone call. You don't mind?"

Jake turned to the soldiers, "You two, guard to door."

Pete watched as the Doctor hurriedly dialed Jackie's number on the phone, "Help me!" Jackie cried, answering, "Oh, my God, help me."

"Jackie, you're alive!" the Doctor breathed quickly, "Listen…"

"They tried to download me but I ran away!"

"Listen, tell me, where are you?"

"I don't know! Staircase."

"Yeah, which one? Is there any…any sort of sign? Anything to identify it?"

"Yes! A fire extinguisher!"

"Yeah, that helps..." he muttered sarcastically.

"Oh, wait a minute, it says 'N3!'"

"North corner, staircase 3. Just keep low, we're trying our best."

"No, don't leave me!"

"I've gotta go, I'm sorry," he hung up and turned to Pete, "Jacqueline Andrea Suzette Tyler."

"She's not my wife," Pete insisted.

"I was at the wedding," the Doctor said, pointing at him accusingly, "You got her name wrong," he moved to Jake's side, taking his gun off him, "Now then, Jake-y boy, if I can open up the bonding chamber on this thing, it could work on polycarbide."

"What's polycarbide?" Jake frowned.

"Skin of a Dalek," the Doctor answered, getting to work, "It won't nearly be as good as the Professor's…" he muttered as they watched him work, "The things she did to stop them…" he shook his head.

It was another thing she hadn't told him on Gallifrey, though now he understood her reasoning.

~8~

The Daleks backed away from the Genesis Ark, "Final stage of awakening!" Caan shouted.

"Your handprint will open the Ark," Sec turned to Rose.

"Well tough, 'cos I'm not doing it," Rose replied.

"Obey or they will die," the other Daleks turned their laser arms at Mickey and the Professor.

Rose quickly moved towards the Ark, "I can't let them."

"Rose, don't," Mickey called, running after her.

' _Theta?_ ' the Professor called out.

"Place your hand upon the casket," Sec ordered.

"Alright!" Rose shouted, turning to the Ark, "You're gonna kill us anyway, so what the hell?"

' _Kata!_ ' he shouted, ' _We're on our way just…_ '

Rose paused a moment and turned to the Dalek, moving to stand right in front of it, "If you um...escaped the Time War...don't you want to know what happened?"

' _There's not enough time,_ ' she cut in, ' _They'll kill Rose and Mickey. I have to stop them._ '

"Place your hand…" Sec began to repeat.

"What happened to the Emperor?" Rose finished.

' _Kata don't,_ ' he pleaded, ' _Please…just…just a little longer and we'll…_ '

"The Emperor survived?" Sec nearly gasped.

"'Til he met me..." Rose smirked.

' _I need you to promise me one more thing,_ ' she interrupted again.

"'Cos if these are gonna be my last words, then you're gonna listen."

' _Don't do this,_ ' he nearly begged.

"I met the Emperor."

' _Take Rose to all the places we ever talked about, yeah?_ ' she asked, blinking back tears, ' _To meet Shakespeare. To visit Rome. To see Venice…_ '

"And I took the Time Vortex and I pulled it into his head and turned him into dust."

' _Kata…_ '

"Do you get that?"

' _Promise me,_ ' she insisted.

"The God of all Daleks...and I destroyed him," Rose gave him a gloating smile and laughed in his stalk.

' _I will,_ ' he agreed.

"You will be EXTERMINATED!" Sec cried furiously.

"Kill her and I will destroy the lot of you!" the Professor shouted, stepping forward.

The Daleks spun to face her, to see who had threatened them, "Daleks do not take threats!" Sec shouted, all of them moving their laser arms at her.

She swallowed hard, "Think about it," she cut in, eyeing them, "The Cult of Skaro destroyed."

The Daleks fell silent a moment, "How do you know who we are?"

"How else?" she asked, allowing her hearts to resume their normal rhythm.

"Time Lady!" Caan screeched.

"That's right. I know who you are, just like I know what that is," she nodded at the Ark, "And how to destroy it!"

"Protect the Ark!" Sec shouted, "Exterminate!"

"Oh now, hold on, wait a minute," a voice said from behind them.

They turned to see the Doctor standing in the doorway, looking just a bit out of breath as he had run halfway there.

"Alert, alert, you are the Doctor!" Sec scanned.

The Doctor just sauntered into the room, his eyes locked on the Professor's through his 3D specs.

' _Don't you dare do that_ ever _again,_ ' he threatened her lightly, ' _Never ever!_ '

She smiled lightly at him, ' _Never say 'never ever,'_ ' she repeated his words back at him.

"Sensors report he is unarmed," one of the Daleks assessed.

"That's me," he grinned, "Always."

"Then you are powerless," Sec stated.

"Not me," he shook his head, taking off his specs with a flourish, "Never. Neither is she come to think of it," he nodded at the Professor before glancing at Rose, "How are you?"

She grinned widely, "Oh, same old, you know."

"Good!" the Doctor smiled, "And Mickity-McMickey!" he held out his fist, bashing it with Mickey's, "Nice to see ya!"

"And you, boss," Mickey nodded.

"And you…" he turned to the Professor, holding an accusing finger at her, "We are gonna talk about this later."

She just grabbed his finger and pushed it down.

"Social interaction will cease!" Jast shouted.

"How did you survive the Time War?" Sec asked the Doctor, more concerned with their enemy than the random Time Lady.

"By fighting," he stated, "On the front line," Mickey looked over at him, shocked, never having thought of the Doctor as a real fighter, "I was there at the fall of Arcadia. Someday I might even come to terms with that," he shook his head lightly, "Gotta say though…the sight of thousands of Daleks imploding in on themselves, showering us Time Lords in falling debris and burning flesh…" he shuddered, "Doesn't that make you wonder what could have created that much devastation in a single moment?" the Daleks were silent. The Doctor let out a feral grin and pulled the Professor forward by the finger she was still holding, his hand moving to the small of her back, "Let me introduce to you, the Professor."

The Daleks quickly backed away from them, Mickey was shocked to see it was quite a bit more distance for her than the mention of the Doctor.

"And that wasn't the first time I took you out in vast numbers," the Professor eyed them, she hated it when the war was brought up. It just reminded her of what she had done, what she had become. The Academics...they were forced to fight, to stand against the enemy, to take action. It had been, she believed, one of the reasons she was so reluctant to tell Rose off in this body. She'd been forced to defend herself when she didn't want to and now, she just didn't want confrontation at all. It was hard, because it hurt, Rose could be very barbing when she wanted to be, but she couldn't seem to muster the will to fight back, not after being forced to for her life.

"Your fellow Daleks," she shook her head, returning to the matter at hand, the Daleks that surrounded them, "Destroyed by a single simple device…"

' _Which was?_ ' the Doctor egged.

' _A DNA seeking sort of ray gun,_ ' she replied, ' _Keyed into Dalek DNA since they shared the same. It sought them out, passed through them, destroying them from the inside out._ '

She shook her head, "But you lot, you ran away, you abandoned them!"

"We had to survive," Sec argued.

"The last four Daleks in existence," the Doctor eyed them, "So what's so special about YOU?"

"The Cult of Skaro," the Professor stated.

Rose nodded, "They've got names."

"I am Dalek Thay."

"Dalek Sec."

"Dalek Jast."

"Dalek Caan."

"So THAT'S it!" the Doctor nodded as though it all made sense now, "At last...the Cult of Skaro. I thought you were just a legend."

"I wish they were," the Professor muttered.

"Who are they?" Rose frowned, the Professor hadn't really mentioned what the four Daleks were till just before.

"A secret order," she explained as the Doctor strolled past the Daleks, observing them as they cautiously edged back from him, "Above and beyond the Emperor himself. Their job was to imagine. Think as the enemy thinks. Even dared to have names. All to find new ways of killing."

"Oh, ho, ho," the Doctor smiled, seeming to catch sight of the Ark, "What is this beauty?"

"You don't know?" Rose frowned, the Professor had recognized it so easily, "It's Time Lord."

"Both sides had secrets," he shrugged.

"It's a Prison Ship," the Professor explained, "Meant to hold millions of Daleks in stasis."

The Doctor spun to face her, stunned, "How do you know?"

"Because the Academics built it."

~/~\~

_"...just a bit more..." she muttered, her hands shaking as she tweaked the wires behind the final casing, "Got it!"_

_She glanced up to see the other Academics letting out a breath of relief at her success. It had taken them ages to build, hours of planning, sneaking around, constructing in secret...but it was finally done. A way to end the war without bloodshed!_

_"It's brilliant!" someone breathed, the joy among them actually palpable._

_"The skematics are genius!" another cheered._

_She couldn't help but smile, seeing the fruition of her plans. A Prison Ship, one that could hold millions, if not billions, of Daleks within them, trapping them indefinitely. All they had to do was capture just a single Dalek for its DNA and the Prison Ship would literally suck in all Daleks within a 13 mile radius and seal them away._

_Suddenly...someone behind them started clapping._

_They spun around to see President Rassilon himself in the doorway to their meager rooms, basically rows of enlarged bookshelves with a single blanket for each of them._

_"It IS brilliant, isn't it?" Rassilon smirked, eyeing the device as he walked closer, the Academics parting to give him a clear path, "Whose idea was this?" he looked up at them, they tensed, clearly they had noticed his body language was nothing at all like his words implied, they saw him as tense, angry, dangerous...and well they should._

_They kept glancing at each other, not wanting to reveal that she had organized the whole thing. From the skematics, to the collection of parts, to getting them all on board and working on it, keeping it from their overseers..._

_"Tell me!" he shouted, a rage in his voice. This was not what they were meant to be doing. They were meant to be building_ weapons _! Training to use them! Learning to be_ soldiers _! Not hiding away, building Prison Ships. The Daleks had to be destroyed! Not imprisoned!_

_He glared at them, "Tell me now and I shall be lenient..." still they were silent, "Oh, not to the one who is responsible for this," he gestured at the device, "I shall be lenient to the rest."_

_They tensed, knowing what that meant. It would be hell for them all. Increased training, less food, less sleep, brutal beatings for failure, harsher punishments for the most miniscule of mistakes...and that was for everyone but the creator of the device and only if they revealed themself._

_She swallowed hard and stepped forward, she couldn't let the others be punished for her doing._

_Rassilon turned to her, "My Lady Professor," he sneered, "I should have expected this," before reaching out and grabbing her by the neck with his gauntleted hand, electrocuting her terribly. She fell to the floor, panting, as two other Time Lords ran into the room, grabbing her and dragging her to the door._

_"Get this out of here!" Rassilon shouted, nodding at the Prison Ship._

__"What shall we do with the device?" one of the Time Lords asked, pushing it out._ _

_"Store it away," he decided, "Perhaps it shall prove useful in the final stage of their training..."_

_"Yes sir," the Time Lord departed, disappearing down a hall with her device._

_He turned to glare at her, "Take her to the Core!" he ordered the Time Lords._

_She let out a sob at that as she was dragged down the hall, Rassilon following. The Core was a specially devised room meant to test them, push them. At times it cut off all senses, at others flooded them. It went from frigidly cold, to the point where, after only a minute, to move hurt, to blisteringly hot where you could scarcely breathe. And it kept changing, it always changed, hot to cold, dry to flooded, radiation levels increasing, air depleting...it was meant to condition them for the extremes...but also to punish them to within an inch of regeneration._

_"Shall we set the levels up to maximum?" one of the scientists who controlled the Core asked as they approached the dreaded door._

_"No," Rassilon answered a moment later, "Not yet...this one..." he eyed her, reaching forward to take her face in his hands, squeezing her cheeks as he appraised her, "This one is different...special..." he shoved her back, "She single-handedly convinced thousands of Academics to work on this little project of hers, built it in secret, kept it's creation from us till only recently, giving away no outward hints about its construction..." he smirked at her, "She will be something entirely new..."_

_And then she was shoved into the scorching hot room, burning the palms of her hands as she fell to the blazing floor..._

~/~\~

She shook her head from the memories, she would not tell the Doctor the Prison Ship was HER creation, he did not need to know the extent of what the High Council had done to her for it.

"Before our training was complete," she continued, "We didn't want genocide. We thought we could capture them and just lock them away."

He nodded slowly. He knew what she meant by the completion of training. They carried things over from one life to the next and when the Academics finished their training, all their new military learnings and skills were the freshest thing in memory. The High Council had authorized a forced regeneration on all Academics who completed the program, literally killing them to make them regenerate into the perfect, cold, warriors.

That had been the Professor he'd encountered during the War.

He had looked up during the Battle of Arcadia to see her standing on the ledge of a small mountain, a device in her hand. As his fellow Time Lords cheered their victory he'd tried to make his way towards her, only to be stopped by some of the few friends he'd managed to make in his platoon. They'd explained what had happened to the Academics, to her. He'd snuck out later and gone to find her, coming face to face with a hardened version of his friend, lacking almost any and all of the compassion and life he knew her for. But deep underneath, it was still his Kata. He'd only gotten to spend a few hours with her before she'd been extracted and moved to another ongoing battle as all Academics were.

He'd found out...just before he'd decided to stop the war...that she was the last Academic left, the others had fallen but, somehow, she had survived, surpassed all of them, truly been the best of the best…

And he knew it killed her to be that way…

"Time Lord science will restore Dalek supremacy," Dalek Sec cheered, pulling him back to the present.

"They said one touch from a time traveler will wake it up," Rose warned the Doctor.

The Professor nodded, "It was a failsafe, to use technology involving the one thing a Dalek can't do."

"Touch," he realized, "Sealed inside your casing. Not feeling anything...ever...from birth to death, locked inside a cold, metal cage," he leaned forward to whisper to the Dalek, "Completely alone. And that explains your voice. No wonder you scream."

"The Doctor will open the Ark!" Sec shouted, none of the Daleks even wanting to attempt forcing the Professor.

The Doctor laughed contemptuously, "The Doctor will not."

"You have no way of resisting."

"Well...you got me there. Although there is always this," he pulled out the sonic.

"A sonic probe?"

The Professor actually snorted with laughter at that. Despite the situation, and the fact that she couldn't seem to stop shaking despite her bravado, to hear the Doctor's beloved screwdriver called a probe…

"That's 'screwdriver,'" he corrected, offended.

"It is harmless," Sec stated scornfully.

"Oh yes. Harmless is just the word. That's why I like it. Doesn't kill, doesn't wound, doesn't maim. But I'll tell you what it does do, it is VERY good at opening doors."

He flicked it on and the doors exploded inwards. Jake, his men, and Cybermen leapt into action, firing their guns and lasers at the Daleks.

"Delete!" the Cybermen called, "Delete! Delete! Delete!"

"Alert!" Caan shouted, "Casing impact, casing impact!"

The Doctor, Mickey, Rose, and the Professor flung themselves to the ground, trying to avoid the guns.

"Get out!" the Doctor shouted.

Rose made for the door but stumbled only to be helped to her feet by Pete.

"Fire power insufficient!" Sec cried, "Fire power insufficient!"

They made for the door, Mickey grabbing a gun and firing to cover them.

"Daleks will be deleted," the Cybermen cried, "Delete! Delete!"

The Doctor and the Professor met up with Rose and Pete at the doorway, safe, "Mickey, come on!" Rose shouted.

"Adapt to weaponry!" Thay ordered.

"Fire power restored!" Sec shouted.

The Daleks fired at the Cybermen, immediately destroying them as Jake managed to reach the door as well, all of them calling for Mickey who fell but dashed towards them a moment later.

"Cybermen primary target," Sec called.

The rest of Jake's men managed to slip through the door before the Doctor and Professor pushed it closed, sealing both the Daleks and Cybermen inside.

They turned and ran down the hall, "Jake, check the stairwell," the Doctor called, "The rest of you, come on!"

"I just fell," Mickey shouted as they ran, basically telling them that he'd touched the Ark, "I didn't mean it!"

"Mickey, without us, they'd have opened it by force."

"To do that, they'd have blown up the sun," the Professor added.

"You've done us a favor!" the Doctor kissed the top of Mickey's head before reaching out and taking the Professor's hand, "Now, run!"

"You will be upgraded!" they heard a Cyberman say from down around the corner.

They were about to turn around when they heard someone whimper, "No, but you can't!"

"Mum!" Rose called, dashing off with the rest of the group. They skid around the corner to see Jackie cowering before two Cybermen.

"Please…" she begged.

Suddenly Pete strode forward and grabbed Mickey's gun, firing at the Cybermen. They fell down, dead, to reveal Jackie standing there through the smoke. She squinted through the cloud, not sure who they were, when it cleared…

"Pete!" she breathed, her eyes on her husband, completely ignoring everyone else.

"Hello, Jacks," he smiled.

"I said there were ghosts, but that's not fair. Why him?"

"I'm not a ghost."

"But you're dead. You died twenty years ago, Pete."

The Doctor stepped forward tentatively, attempting to explain, "It's Pete from a different Universe. There are parallel worlds, Jackie. Every single decision we make creates a parallel existence, a different dimension where…"

He was pulled back suddenly by the Professor who was just shaking her head at him…he was an inch away from ruining the moment. He nodded and stepped back to her side, watching.

"Oh...you look old," Jackie breathed, still looking at Pete.

"You don't," he replied.

"How can you be standing there?"

"Just got lucky...lived my life. You were left on your own. You didn't marry again, or..."

"There was never anyone else. Twenty years, though. Look at me, I never left that flat. Did nothing with myself."

"Brought HER up," Pete nodded back at Rose, "Rose Tyler. That's not bad."

"Yeah," Jackie agreed in a whisper.

"In my world, it worked. All those daft little plans of mine. They worked. Made me rich."

"I don't care about that," she said, before pausing a moment, "How rich?"

"Very."

"I don't care about that," she decided, "How very?"

He laughed, "Thing is though, Jacks, you're...you're not my wife. I'm sorry, but you're not. I mean, we both..." Jackie nodded as he looked at her, fighting it, "You know, it's just sort of..." he tossed down the gun, giving in, "Oh, come here!" they ran towards each other, Jackie crying as she ran, until they both met in a huge hug where Pete swept her off her feet.

The Professor smiled fondly at them, Rose was lucky,  _so_  lucky to have parents like that.

~8~

The Doctor opened the door to the factory floor to see the battle between Cybermen and Daleks taking place within. He moved, about to dive into the room when he was suddenly pulled backwards.

"Oh no you don't," the Professor said, moving to take his place by the door.

"But…" he began.

"No," she told him firmly, "I've got far more experience than you at dodging and avoid that mess…" she nodded towards the door. He frowned at her. She sighed, "Training involved avoiding lasers, not just laser fields but bullets as well."

His expression morphed into one of sad understanding. She nodded, taking a breath before turning and rushing into the room. He immediately turned to the door, Rose looking over his shoulder, watching as she jumped back, avoiding a beam before doing some sort of roll to avoid another shot just overhead, pushing herself up onto her hands and springing over another bolt before reaching the box. She quickly grabbed the Magnaclamps and ran back, jumping over a beam before sliding towards the doors on her knees, the Doctor helping her up as Rose shut the door.

"Again," the Doctor muttered, taking one of the clamps, "I'm so sorry you can do that."

She just let out a breath, trying to make him feel better, "...it's a bit fun actually."

He laughed at her trying to make light of the situation for his sake, "Oh!" he shouted, pulling his 3D specs out, "Just a tick…" he turned and opened the doors, glancing out quickly at the fight.

Rose turned and peered over his shoulder just as the roof started to open, "What're they doing?" she asked as Sec started to rise with the Ark, "Why'd they need to get outside?"

"It needs a wide area to activate," the Professor explained, "At least 13 square miles."

The Doctor nodded, quickly running off with the group.

~8~

They stood in Yvonne's office, looking up as Sec rose with the Ark which slowly opened, spinning as it shot out Dalek after Dalek.

The Cybermen in the street stopped and began to fire their weapons up into the air at the Daleks who were unaffected and began to retaliate, causing mass chaos and destruction everywhere.

"I'm sorry, but you've had it," Pete shook his head, turning away from the window, "This world's gonna crash and burn. There's nothing we can do. We're going home. Jacks, take this," he tossed her one of the buttons.

"But they're destroying the City!" Jackie cried.

"I'd forgotten you could argue," he commented affectionately, looping the button around her neck himself, "It's not just London, it's the whole world," he took her face in his hands, making her look at him, "But there's another world, just waiting for you, Jacks. And it's safe. As long as the Doctor closes the breach. Doctor?"

The Doctor turned away from the window with his 3D specs and a big grin on, "Oh, I'm ready. I've got the equipment right here. Thank you, Torchwood!" he dashed over to a computer the Professor was standing at checking the numbers, she nodded and he smiled, "Slam it down and close off both Universes."

"Reboot systems," the computer announced.

"But we can't just leave!" Rose argued, "What about the Daleks? And the Cybermen?"

The Doctor stood up, "They're part of the problem. And THAT makes them part of the solution. Oh yes!" Rose laughed nervously at that, "Well? Isn't anyone gonna ask? What is it with the glasses?"

Rose grinned, "What is it with the glasses?"

"I can SEE! That's what! 'Cos we've got two separate worlds, but in between the two separate worlds, we've got the Void. That's where the Daleks were hiding. And the Cybermen travelled through the Void to get here! And you lot, one world to another, via the Void! Oh, I like that. Via the Void! Look!" he turned and pressed the glasses onto Rose's face, "I've been through it. Do you see?"

He dodged around so Rose could see, with the aid of the glasses, that he was surrounded by floating green and red particles. She reached out to try and touch them.

"Reboot in three minutes."

"What is it?" Rose asked.

"Void Stuff," he replied as the Professor shook her head at him, he knew exactly what it was called and chose not to use the proper words.

"Like um...background radiation!" Rose guessed.

"That's it. Look at the others," Rose turned to look at Jake, Mickey, Jackie, and Pete, catching sight of the Professor off to the side by the computer. All of them, save her mother, were surrounded by the particles, "The only one who hasn't been through the Void, your mother. First time she's looked normal in her life."

Rose laughed as her mother cried out with an indignant, "Oi!"

The Doctor turned and dashed to the white wall, Rose following.

"The Daleks lived inside the Void," the Professor explained to Jackie and the rest of them, the Doctor and Rose hearing her as well, "They're bristling with it. Cybermen, all of them."

"We just open the Void," the Doctor called, "End of verse. The Void Stuff gets sucked back inside."

"PULLING them all in!" Rose cried, enthusiastic.

"Pulling them all in!"

"Sorry..." Mickey shook his head, "What's…what's the Void?"

"The dead space between worlds," the Professor explained.

"Some people call it 'Hell,'" the Doctor threw in.

"So..." Mickey looped the button around his neck, "You're sending the Daleks and Cybermen to Hell," he grinned and turned to Jake, "Man, I told you he was good."

"But it's...like you said, we've ALL got Void Stuff," Rose said, looking down at herself with the glasses, seeing the particles there as well, "Me too, 'cos we went to that parallel world," she pulled them off and looked up at him, "We're all contaminated. We'll get pulled in."

"That's why you've gotta go," the Doctor told her.

"Reboot in two minutes."

Rose just stared at him, uncomprehending, "Back to Pete's world," he added, pointing at Pete, "Hey, we should call it that, 'Pete's World.'"

"We can only open the Void on this side," the Professor called, getting Rose to look at her.

"You'll be safe on that side," the Doctor agreed as Rose turned back to him.

"And then you close it?" Pete asked, looking between the Doctor and the Professor, "For good?"

"The breach itself is soaked in…" the Professor sighed, "'Void Stuff…'" she shook her head, "In the end, it'll close itself."

"And that's it," the Doctor finished, "Kaput."

"But you stay on THIS side..." Rose said quietly, realizing exactly what he was talking about, "The  _both_  of you?"

"But you'll get pulled in," Mickey frowned, turning more to the Professor than the Doctor.

The Doctor held Rose's gaze for a moment before running over to the desk the Professor had been working at, where they had placed the Magnaclamps. Rose stayed put, looking as though she'd been slapped across the face.

"That's why...we got these," he patted the clamps, "We'll just have to hold on tight," he cast a glance at the Professor, "I've been doing it all my life."

He frowned in thought, turning to the Professor fully, "You've got to go through too."

"No," she said, not even looking up from the computer.

"Look," he walked over to her, putting his hand on her shoulder to get her to face him, "If anything went wrong, if it doesn't work, you'd be trapped here."

"No."

"With the Cybermen! With the  _Daleks_!"

The Professor just put her hand on his right heart, startling him. She looked up into his eyes as he slowly placed his hand on her heart as well, both of them moving their hands to grip the other's, their handshake, "We promised," he blinked at her words, "And you've come far too close to breaking it too many times."

He nodded slowly, recalling the first promise they had ever made each other during a school trip to see a star being born, that they would never leave the other, and if, for any reason at all, they were forced to, nothing would stop them from returning to the other.

"And you know very well that the parallel world can't handle even one of us," she reminded him quietly.

"So… _she's_  staying here," Rose began, swallowing hard, "And  _I'm_  supposed to go."

The Doctor turned around to face her, letting the Professor get back to her work at the computer, "Yeah."

"To another world, and then it gets sealed off. While you and  _her_  stay here?"

"Yeah."

The Professor looked down, the Doctor hadn't seemed to notice it, but she certainly did. Rose would have much rather she go to the other world instead, let Rose stay here with the Doctor. But it couldn't work. That world…it had  _no_  Time Lords.  _None_. She had felt it when they were stuck there,  _all_  of them had died in the war in that world. If one of them permanently slipped through, it would upset the balance, throw the Universe into chaos. They both had to stay here, though Rose may doubt it. She didn't blame the girl either…

The Doctor walked around the desk to stand beside her, looking at the program over her shoulder.

"Forever," Rose laughed at the absurdity of it, "That's  _not_  gonna happen."

There was a crash outside that shook the building.

"We haven't got time to argue, the plans works, we go in," Pete stated, taking charge, "You too. ALL of us."

"No, I'm not leaving him!" Rose shouted angrily.

"I'm not going without her," Jackie stepped toward her daughter.

"Oh, my God," Pete scoffed, "We're GOING."

"I've had twenty years without you, so button it. I'm not leaving her."

"You've GOT to," Rose turned her mother around.

"Well, that's tough!"

"Mum..."

"Reboot in one minute."

The Professor looked up at the Doctor as he gazed sadly at Rose while she faced her parents.

"I've had a life with you for nineteen years," Rose continued, her voice soft and choked with tears, "But then I met the Doctor and...all the things I've seen him do for me. For you. For all of us. For the whole...stupid planet and every planet out there. He did it alone, mum."

The Professor reached out, taking the Doctor's hand as he watched Rose give up her family with a terrible sadness in his eyes. She sighed, pulling up a piece of yellow post it and sticking it to the table before him. The Doctor looked down, seeing the color, and looked down at his pocket. He slowly pulled the button out.

"But not anymore," Rose continued, stepping back from Jackie, unaware that the Doctor was quietly moving towards her, unaware of the button her father was pulling out of his jacket as well, "'Cos now he's got me," the Doctor dropped the chain around her neck, "What're you…"

Pete quickly pressed the button and they all disappeared…

They quickly got to work checking the clamps when...a moment later...

Rose reappeared, "I think this is the on switch..."

The Doctor looked up to see her standing there again and strode towards her. He grabbed her roughly by the shoulders, stooping so he could look her straight in the eyes, "Once the breach collapses, that's it. You will never be able to see her again. Your own mother!"

"I made my choice a long time ago," Rose said calmly, though her voice trembled, "And I'm never gonna leave you," he stared at her, stunned, and backed away, "So what can I do to help?"

"Systems rebooted. Open access."

"You can start by  _thinking_  about this," the Professor stepped forward. Rose opened her mouth to argue but the Professor kept going, "You will lose your  _entire_  family Rose, your  _family_. Once they're lost…they will  _never_  come back."

She swallowed hard, trying so hard to keep from outright yelling at the girl. To have a family, an actual family…one that loved her, parents that loved each other and loved her, and she knew Pete loved Rose, ones that would be there for her, protect her…to give that up willingly…it made her angrier than she could remember feeling in a long time.

"I know," Rose said.

The Professor blinked and shook her head, "I can't even look at you right now," and with that, she turned and grabbed a Magnaclamp, moving to set it up against the wall.

Rose's mouth dropped open in shock at the Professor's words and she looked at the Doctor for some sort of comfort, but he said nothing, just turned and grabbed the other clamp. Even  _he_  didn't agree with her decision. His entire family was dead, he would give anything to have them back, and Rose was willingly walking into the same situation.

"What can I do?" Rose asked again.

The Doctor tensed, closing his eyes before calling over his shoulder, not even looking at her, "Those coordinates by the computer, set them all at six," Rose nodded slowly and moved to do as he said, "And hurry up," he added, almost angrily.

She flinched and leaned over the computer, taking her button off and tossing it aside.

~8~

"We've got Cybermen on the way up," Rose called as the Doctor and Professor finished with the clamps.

"How many floors down?" the Doctor asked.

"Just one," she swallowed, staring at the image of the metal men marching up the stairwell.

"We need to hurry," the Professor called, running over to the computer Addy had used and typing in a command.

"Levers operational," the computer announced.

The Doctor grinned but Rose said nothing.

"Get to the clamps," he called to Rose, dashing off to the clamp on the left, leaving Rose to take the one on the right. She assumed the Professor would join the Doctor…which was why she was startled when the Professor moved to stand beside her.

She looked up questioningly and the Professor only sighed, "I made a promise."

"When it starts, just hold on tight," the Doctor called over at them, "Shouldn't be too bad for us but the Daleks and the Cybermen are steeped in Void Stuff. Are you ready?"

They nodded, Rose glancing over to the window to see Daleks flying towards them, fast, "So are they."

"Let's do it!" he shouted.

He ran to his lever, pushing it up as Rose and the Professor tackled theirs, running to take hold of the clamps.

"Online."

The area filled with a white light once again, though this time a strong wind also blew around them. Moments later the Daleks were sucked through the window, smashing through the glass as they were pulled into the light and back into the Void. Rose and the Professor held tight to their clamp as did the Doctor, all of them struggling to hold on.

"The breach is open!" the Doctor shouted over the wind, "Into the Void! Ha!"

Rose smiled as Cybermen flew through the room along with the Daleks. Suddenly...there was a small explosion and sparks shot out of the lever on their side, the lever moving back into the off position.

"Offline."

"Turn it on!" the Doctor shouted.

Rose moved to try and reach for the clamp as the suction started to ease but the Professor grabbed her arm and put it back on the clamp. A moment later she let go, falling into the lever. Rose looked over at the Doctor who was watching the Time Lady, eyes full of dread, as she struggled to get the lever up again.

"Don't!" he yelled.

"We've gotta get it upright!" she called back, groaning with effort as she pushed.

"You won't be able to hold on!"

The Professor ignored him and just managed to get the lever back into place.

"Online and locked."

The suction increased once more, only this time the Professor was barely managing to hold onto the lever.

"No!" the Doctor shouted, "Hold on!"

"I am!" she screamed.

"I…I'll think of something!" he promised, "Just, please, hold on!"

She struggled to do so, but the force of the suction was making it near impossible, she winced and cried out in effort, "Doctor…" she gasped, looking at him over her arms, "I…" and in one split moment...she glanced over at Rose...before looking down and away from the Doctor, crying out as the wind made her twist, her knuckles turning white, trying to keep her grip. And in that single second, Rose realized...the Professor had been about to tell the Doctor she loved him in case she slipped away…which seemed a very real possibility...

But she hadn't…

For Rose…

"HOLD ON!" the Doctor screamed, actually reaching out towards her.

"Grab on!" Rose shouted, her heart pounding in her throat as she watched the Time Lady struggle and the Doctor grow more fearful. She reached out to the woman, wanting to pull her back to the clamp.

"Rose don't!" the Professor looked up at her, tears in her eyes from the force of the wind, "Hang on to the clamp!"

"Reach!"

"Rose, don…" before the Professor could even finish, Rose's other hand slipped off the clamp. The Doctor shouted as she flew towards the Void, when she suddenly found herself suspended.

She looked up to see the Professor had grabbed her hand and was now trying to hold onto the lever with one hand as she also tried to keep Rose from being sucked in with the other.

The Professor moaned, her strength nearly spent and fading fast as she tried to hang. The Doctor watched in absolute horror and terror, utterly powerless to help.

"…not again…" he breathed, shaking his head.

Somehow, Rose had heard his whisper and looked up to see him looking not at her, but at the Professor.

The Professor grunted, jolting as her hand began to slip, her fingers just barely hanging on. She wouldn't last much longer.

And Rose made her decision.

The Professor was wrong.

The Doctor  _would_  be sad to lose her, yes, but he'd be heartbroken if he lost the Professor  _again_ , and to lose the  _two_  of them to the Void…

She reached up to the Professor's hand holding her own, snapping the Professor's gaze to her, "What are you…" the Professor began, but Rose just grabbed the woman's fingers and started to pry them away, "Rose no!"

But the Time Lady was powerless to stop her as Rose pried her fingers away, pulling her hand out of her grasp so  _she_  was holding onto the woman's wrist herself. She looked up at the Professor before closing her eyes and letting go.

"No!" she could hear the Professor shout at the same time as the Doctor called, "Rose!"

She felt herself pulled towards the Void when suddenly...

She crashed into something.

She opened her eyes to see her father had caught her a moment before she reached the breach. She looked back at the Doctor moments before Pete hit the button, disappearing.

And a second later, the breach closed.

The Doctor ran to the wall, laying his hand on it, palm flat against it before leaning against it, as though he might feel Rose on the other side…he rested his head against it a moment, absorbing everything that had happened when…

He heard a small, stifled sob. He lifted his head and looked back to see the Professor had collapsed near the lever, curling in on herself, her hand pressed against her mouth, eyes screwed shut, as though trying to keep quiet.

He slowly stood up and walked over to her, kneeling beside her. He placed a hand on her shoulder but she flinched away, "I'm sorry…" she sobbed, her voice thick with tears, "I tried to hold on…I tried…I'm sorry…I'm so sorry…"

He leaned forward and pulled her up, hugging her close as they both cried for what had happened.

"…please forgive me…"

He gripped her tighter.

~8~

Rose Tyler stood in the middle of a beach in Norway, her mother, father, and Mickey back a ways, giving her space as a ghostly whisper called over to her, "Rose…"

She stopped, looking around, waiting, when, a short ways to her left, the Doctor faded out of thin air, slightly translucent.

"Where are you?" she breathed.

"Inside the TARDIS," he said, his voice sounding distant, "The uh, the Professor found one tiny little gap in the Universe left, just about to close. And it takes a lot of power to send this projection, I'm in orbit around a super nova," he laughed softly, "I'm burning up a sun just to say goodbye."

"You look like a ghost."

"Hold on..." he pulled out the sonic screwdriver and pointed it as something only he could see, becoming a bit more solid, looking almost as if he were really there.

Rose walked over to him and raised a hand to his face, "Can I t…"

"I'm still just an image," he told her regretfully, "No touch."

"Can't you come through properly?" she asked, her voice trembling.

"The whole thing would fracture. Two Universes would collapse."

"So?" she asked, only half joking.

He smiled, the two of them watching each other a few moments before he looked around, "Where are we? Where did the gap come out?"

"We're in Norway."

"Norway. Right."

"About fifty miles out of Bergen. It's called 'Dårlig Ulv Stranden.'"

"Dalek?"

"Dårl-IG," she enunciated, "It's Norwegian for 'bad,'" he stared at her, brow furrowed, "This translates as 'Bad Wolf Bay,'" they laughed at the irony of it all but sobered almost immediately, "How long have we got?" her voice cracked.

"I would've said about two minutes..."

"Would've?" she frowned.

He smiled softly at her, "The Professor set it up, managed to prolong it a bit, Academics and all, gave us an extra minute."

"Where…where is she?" Roes asked, glancing at him as though the Professor would appear behind him.

"Giving us privacy."

"So three minutes then?" she asked, he nodded and she laughed at the absurdity of it, "I can't think of what to say!"

He laughed too and glanced over to where Jackie, Pete, and Mickey were standing, "You've still got Mr. Mickey, then?"

"There's five of us now. Mum, dad, Mickey...and the baby."

"You're not..." he began, a bit taken aback.

"No," she answered quickly, laughing, "It's mum," he nodded and looked over at Jackie, "She's three months gone. More Tylers on the way."

"And what about you? Are you..."

"Yeah, I'm…I'm back working in the shop."

"Oh…good for you."

Rose laughed at that, "Shut up. No, I'm not. There's still a Torchwood on this planet, it's open for business," she teared up again, "I think I know a thing or two about aliens."

He smiled at her, so proud, "Rose Tyler. Defender of the Earth," he swallowed hard, "You're dead, officially, back home. So many people died that day and you've gone missing. You're on a list of the dead," she began to cry quietly, "Here you are," he smiled again, "Living a life day after day. The one adventure I can never have."

"Am I ever gonna see you again?" she sobbed in earnest now.

"You can't," he said quietly, so very sorry.

"What're you gonna do?"

"Oh, I've got the TARDIS," he tried to wave off her concern, "Same old life. Me and the Professor, Last of the Time Lords."

"You and her? On your own?" he nodded. She swallowed hard, "Has she…has she said anything?"

His gaze turned sad, "Just that she's sorry she couldn't save you…" he blinked a few times and Rose realized it was because there were tears in his eyes, "And that, she thinks it should have been her. That  _she_  should have fallen into the Void, instead of you getting trapped here."

Rose looked down, her heart pounding, "She hasn't told you?"

"Told me what?" the Doctor asked, confusion in his voice.

She looked up, tears in her eyes, "And she won't tell you. She won't  _ever_  say, because of me."

"Rose…" he shook his head, utterly confused.

Rose bit her lip, her heart breaking with what she  _knew_  she had to do, "…she loves you," she cried saying it.

"What?" he breathed, eyes wide.

She gasped for air, looking at him, she  _had_  to tell him. She hadn't wanted to leave. Life or death, she would have always given her life to save someone else, something, it seemed, she'd picked up from the Doctor. But she would have rather died than been trapped away from him. She almost hadn't been...the Professor had been willing to risk her life, yet again, to save her. And she knew, she  _needed_  to do something to make up for all that she had put the Professor through, and if she could finally do  _one_  truly  _good_  thing for the Professor, it was telling the Doctor now, when she could, that the woman loved him. She would never tell him herself, because of her promise to Rose.

"She's always loved you, so much that she let you go to make you happy. She would have given you to me, to make you happy."

And her heart shattered.

The Doctor looked up suddenly, as though he'd heard something, "We don't have long left," he told her quietly, everything happening so fast.

Rose nodded, "Will you say goodbye?"

"Oh it's not…"

"Please. I don't wanna end up like Sarah Jane…"

"I suppose," he agreed, nodding slowly, "Since this is my one last chance to say it..."

Rose smiled just a bit, "Goodbye Doctor."

"Rose Tyler," he smiled down at her, tears filling his eyes, "Goo…"

And he faded away into nothingness.

Rose collapsed to the ground, sobbing into her hands. She'd just let the man she loved disappear without even telling him…because she couldn't bear the thought of him suffering with the knowledge that she returned his feelings, for obviously he had them for her, and unable to be with her again. She screamed out, the pain in her heart was almost unbearable.

~8~

The Doctor blinked, finding himself in the TARDIS once more, tears spilling down his face, his mouth open to form the last thing Rose had wanted him to say…and he couldn't even do that.

The door at the top of the gantry opened and he glanced up to see the Professor look down at him for only a moment before she was running down and pulling him into a comforting hug, not even commenting on how tightly he clung to her…

~8~

The Doctor and the Professor sat on the seat by the console, both leaning on each other, taking comfort in each other. The Doctor rubbed a hand over his eyes, the tears he'd cried already wiped away by the Professor's sleeve the moment they fell. He looked down at his other hand, sitting on his lap, entwined with hers. He smiled just a bit at the sight before taking a deep breath and standing. The Professor stood as well, squeezing his hand once more before moving to the console, knowing instinctively that he wanted to get away.

They both absently pushed a few buttons and twisted a few knobs when the Doctor looked up, his eyes wide with shock at the sight before him.

Standing by the door, with her back to them, was a bride.

"What?" he gaped.

The Professor walked back around the console to his side as the bride turned around and yelped with surprise at seeing them.

"What?"

"Who are you?" the bride demanded.

"But…" the Professor shook her head.

"Where am I?"

"What?" the Doctor shouted.

"What the hell is this place?" the woman yelled.

"WHAT?"

To be continued...in...Recuperation!

* * *

**Notes for the Chapter:**

> Sorry to say, you'll have to wait just a teensy bit more for real Doctor/Professor action to start up, but I guarantee...the end of Runaway Bride will be...fantastic (and I hope you think so to)! It made me squeal just writing it ^-^


End file.
